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Finance

Company News

JPMorgan Chase & Co.

05/08/2026 | Press release | Distributed by Public on 05/08/2026 13:14

Primary Offering Prospectus (Form 424B2)

May 6, 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, the prospectus and

prospectus supplement, each dated April 17, 2026

JPMorgan Chase Financial Company LLC

Structured Investments

$2,738,000

Capped Buffered Return Enhanced Notes Linked to

the iShares® MSCI EAFE ETF due May 11, 2028

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

● The notes are designed for investors who seek a return of 1.50 times any appreciation of the iShares® MSCI EAFE ETF, up

to a maximum return of 28.00%, at maturity.

● Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00% of their principal

amount at maturity.

● 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.

● Minimum denominations of $1,000 and integral multiples thereof

● The notes priced on May 6, 2026 and are expected to settle on or about May 11, 2026.

● CUSIP: 46660TU99

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-4 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

Total

$2,738,000

(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the

notes.

(2) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an

investment adviser. These broker-dealers will forgo any commissions related to these sales. See "Plan of Distribution (Conflicts of Interest)"

in the accompanying product supplement.

The estimated value of the notes, when the terms of the notes were set, was $994.40 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

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Fund: The iShares® MSCI EAFE ETF (Bloomberg ticker: EFA)

Maximum Return: 28.00% (corresponding to a maximum

payment at maturity of $1,280.00 per $1,000 principal amount

note)

Upside Leverage Factor: 1.50

Buffer Amount: 15.00%

Pricing Date: May 6, 2026

Original Issue Date (Settlement Date): On or about May 11,

2026

Observation Date*: May 8, 2028

Maturity Date*: May 11, 2028

* Subject to postponement in the event of a market disruption

event as described under "General Terms of Notes -

Postponement of a Determination Date - Notes Linked to a

Single Underlying - Notes Linked to a Single Underlying

(Other Than a Commodity Index)" 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 - We May Accelerate Your Notes If an

Acceleration Event Occurs" in this pricing supplement

Payment at Maturity: If the Final Value is greater than the Initial

Value, your payment at maturity per $1,000 principal amount

note will be calculated as follows:

$1,000 + ($1,000 × Fund Return × Upside Leverage Factor),

subject to the Maximum Return

If the Final Value is equal to the Initial Value or is less than the

Initial Value by up to the Buffer Amount, you will receive the

principal amount of your notes at maturity.

If the Final Value is less than the Initial Value by more than the

Buffer Amount, your payment at maturity per $1,000 principal

amount note will be calculated as follows:

$1,000 + [$1,000 × (Fund Return + Buffer Amount)]

If the Final Value is less than the Initial Value by more than the

Buffer Amount, you will lose some or most of your principal

amount at maturity.

Fund Return: (Final Value - Initial Value)

Initial Value

Initial Value: The closing price of one share of the Fund on the

Pricing Date, which was $104.81

Final Value: The closing price of one share of the Fund on the

Observation Date

Share Adjustment Factor: The Share Adjustment Factor is

referenced in determining the closing price of one share of the

Fund and is set equal to 1.0 on the Pricing 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.

PS-2 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

Hypothetical Payout Profile

The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Fund.

The "total return" as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the

payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below a ssume

the following:

● an Initial Value of $100.00;

● a Maximum Return of 28.00%;

● an Upside Leverage Factor of 1.50; and

● a Buffer Amount of 15.00%.

The hypothetical Initial Value of $100.00 has been chosen for illustrative purposes only and does not represent the actual In itial Value.

The actual Initial Value is the closing price of one share of the Fund on the Pricing Date and is specified under "Key Terms - Initial

Value" in this pricing supplement. For historical data regarding the actual closing prices of one share of the Fund, please s ee the

historical information set forth under "The Fund" in this pricing supplement.

Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the

actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following tab le and

graph have been rounded for ease of analysis.

Final Value

Fund Return

Total Return on the Notes

Payment at Maturity

$180.0000

80.0000%

28.00%

$1,280.00

$170.0000

70.0000%

28.00%

$1,280.00

$160.0000

60.0000%

28.00%

$1,280.00

$150.0000

50.0000%

28.00%

$1,280.00

$140.0000

40.0000%

28.00%

$1,280.00

$130.0000

30.0000%

28.00%

$1,280.00

$120.0000

20.0000%

28.00%

$1,280.00

$118.6667

18.6667%

28.00%

$1,280.00

$110.0000

10.0000%

15.00%

$1,150.00

$105.0000

5.0000%

7.50%

$1,075.00

$101.0000

1.0000%

1.50%

$1,015.00

$100.0000

0.0000%

0.00%

$1,000.00

$95.0000

-5.0000%

0.00%

$1,000.00

$90.0000

-10.0000%

0.00%

$1,000.00

$85.0000

-15.0000%

0.00%

$1,000.00

$80.0000

-20.0000%

-5.00%

$950.00

$70.0000

-30.0000%

-15.00%

$850.00

$60.0000

-40.0000%

-25.00%

$750.00

$50.0000

-50.0000%

-35.00%

$650.00

$40.0000

-60.0000%

-45.00%

$550.00

$30.0000

-70.0000%

-55.00%

$450.00

$20.0000

-80.0000%

-65.00%

$350.00

$10.0000

-90.0000%

-75.00%

$250.00

$0.0000

-100.0000%

-85.00%

$150.00

PS-3 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Fund Returns (-50% to 50%).

There can be no assurance that the performance of the Fund will result in the return of any of your principal amount in excess of

$150.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

How the Notes Work

Upside Scenario:

If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to

1.50 times the Fund Return, subject to the Maximum Return of 28.00%. An investor will realize the maximum payment at maturity at a

Final Value at or above approximately 118.6667% of the Initial Value.

● If the closing price of one share of the Fund increases 5.00%, investors will receive at maturity a return of 7.50%, or $1,07 5.00 per

$1,000 principal amount note.

● If the closing price of one share of the Fund increases 40.00%, investors will receive at maturity a return equal to the Maxi mum

Return of 28.00%, or $1,280.00 per $1,000 principal amount note, which is the maximum payment at maturity.

Par Scenario:

If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 15.00%, inve stors will receive

at maturity the principal amount of their notes.

Downside Scenario:

If the Final Value is less than the Initial Value by more than the Buffer Amount of 15.00%, investors will lose 1% of the pri ncipal amount

of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.

● For example, if the closing price of one share of the Fund declines 50.00%, investors will lose 35.00% of their principal amount and

receive only $650.00 per $1,000 principal amount note at maturity.

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 th ese fees

and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.

PS-4 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

Selected Risk Considerations

An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" section s of the

accompanying prospectus supplement and product supplement.

● YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -

The notes do not guarantee any return of principal. If the Final Value is less than the Initial Value by more than 15.00%, yo u will

lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than 1 5.00%.

Accordingly, under these circumstances, you will lose up to 85.00% of your principal amount at maturity.

● YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,

regardless of any appreciation of the Fund, which may be significant.

● 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 potentia l

change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credi t

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.

● 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 o r trading

activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliate s while the

value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product

supplement.

● THE NOTES DO NOT PAY INTEREST.

● YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS

WITH RESPECT TO THE FUND OR THOSE SECURITIES.

● 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, th e

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 Fund" 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 an d fees

that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation betw een the

performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underl ying 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 adversel y

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 substantiall y from

the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate wi th the

performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and adversel y

affect the value of the notes in the secondary market and/or reduce any payment on the notes.

● NON-U.S. SECURITIES RISK -

The non-U.S. equity securities held by the Fund 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, with respect to equity securities that are not listed in the U.S.,

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-5 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

● THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK -

Because the prices of the equity securities held by the Fund are converted into U.S. dollars for purposes of calculating the net

asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the currencies

in which the equity securities held by the Fund trade. Your net exposure will depend on the extent to which those currencies

strengthen or weaken against the U.S. dollar and the relative weight of equity securities held by the Fund denominated in each of

those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the p rice of

the Fund will be adversely affected and any payment on the notes may be reduced.

● 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 Fun d.

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.

● WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS -

Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the

payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable

manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the

notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise

terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your

notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable

investment. Please see "The Underlyings - Funds - Discontinuation or Modification of a Fund" in the accompanying product

supplement for more information.

● LACK OF LIQUIDITY -

The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is likely

to depend on the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to buy the notes. You

may not be able to sell your notes. The notes are not designed to be short-term trading instruments. Accordingly, you should be

able and willing to hold your notes to maturity.

● THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE

NOTES -

The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the

notes exceeds the estimated value of the notes because costs associated with structuring and hedging the notes are included i n

the original issue price of the notes. These costs include the projected profits, if any, that our affiliates expect to reali ze for

assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our obligations under the n otes

and the fees, if any, paid for third-party data analytics and/or electronic platform services. See "The Estimated Value of the Notes"

in this pricing supplement.

● THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER

FROM OTHERS' ESTIMATES -

See "The Estimated Value of the Notes" in this pricing supplement.

● THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -

The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding

rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may

be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuanc e,

operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed incom e

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 o f 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 pe riod.

See "Secondary Market Prices of the Notes" in this pricing supplement for additional information relating to this initial per iod.

Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as publish ed 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 a nd,

also, because secondary market prices may exclude projected hedging profits, if any, estimated hedging costs and fees, if any,

paid for third-party data analytics and/or electronic platform services that are included in the original issue price of the notes. As a

result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market transactions, if at all, is likely to

be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged a commission for seco ndary

market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic platform to faci litate

secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.

PS-6 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

● SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -

The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which

may either offset or magnify each other, aside from the projected hedging profits, if any, estimated hedging costs and the price of

one share of the Fund. 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 pri ce 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.

The Fund

The iShares® MSCI EAFE ETF is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the

investment results, before fees and expenses, of an index composed of large- and mid-capitalization developed market equities,

excluding the United States and Canada, which we refer to as the Underlying Index with respect to the iShares® MSCI EAFE ETF. The

Underlying Index with respect to the iShares® MSCI EAFE ETF is currently the MSCI EAFE® Index. The MSCI EAFE® Index is a free

float-adjusted market capitalization index that is designed to measure the equity market performance of the large- and mid-cap

segments of certain developed markets, excluding the United States and Canada. For additional information about the iShares® MSCI

EAFE ETF, see "Fund Descriptions - The iShares® ETFs" in the accompanying underlying supplement.

Historical Information

The following graph sets forth the historical performance of the Fund based on the weekly historical closing prices of one sh are of the

Fund from January 8, 2021 through May 1, 2026. The closing price of one share of the Fund on May 6, 2026 was $104.81. 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 Fund, such as stock splits.

The historical closing prices of one share of the 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 the Fund on the Observation Date. There can be no assurance that the perform ance of

the Fund will result in the return of any of your principal amount in excess of $150.00 per $1,000 principal amount note, subject to the

credit risks of JPMorgan Financial and JPMorgan Chase & Co.

Historical Performance of the iShares® MSCI EAFE ETF

Source: Bloomberg

PS-7 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

Tax Treatment

You should review carefully the section entitled "United States Federal Taxation" in the accompanying prospectus supplement. The

following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Da vis Polk &

Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.

Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as "open tr ansactions"

that are not debt instruments for U.S. federal income tax purposes, as more fully described in "United States Federal Taxatio n-Tax

Consequences to U.S. Holders-Program Securities Treated as Prepaid Financial Contracts That are Open Transactions" in the

accompanying prospectus supplement. Assuming this treatment is respected, subject to the possible application of the "constr uctive

ownership" rules, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than

a year, whether or not you are an initial purchaser of notes at the issue price. The notes could be treated as "constructive ownership

transactions" within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would

otherwise be long-term capital gain and that was in excess of the "net underlying long-term capital gain" (as defined in Section 1260)

would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purpose s at a

constant yield over your holding period for the notes. Our special tax counsel has not expressed an opinion with respect to whether the

constructive ownership rules apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the p otential

application of the constructive ownership rules.

The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income

or loss on your 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 in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also

asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the

relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which

income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these

instruments are or should be subject to the constructive ownership regime described above. While the notice requests comments on

appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these

issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive ef fect. You

should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the

potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this n otice.

Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withhold ing

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 exceptio ns 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 o f 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.

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 f ollowing

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 o f 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) a t 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 differe nce 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 inco rrect,

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 th e notes.

For additional information, see "Selected Risk Considerations - The Estimated Value of the Notes Is Derived by Reference to an

Internal Funding Rate" in this pricing supplement.

PS-8 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

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 determin ed 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. Differe nt pricing

models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the n otes. 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, o ur or

JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if a ny, 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 structurin g and

hedging the notes are included in the original issue price of the notes. These costs include the projected profits, if any, that our affiliates

expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our o bligations

under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. Because hedging our

obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or

less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be

allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See

"Selected Risk Considerations - 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 yo ur notes by

JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include projected hedging p rofits, 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 h edging the

notes and when these costs are incurred, as determined by our affiliates. See "Selected Risk Considerations - 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 "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk -return profile

of the notes and "The Fund" in this pricing supplement for a description of the market exposure provided by the notes.

The original issue price of the notes is equal to the estimated value of the notes plus (minus) the projected profits (losses) that our

affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our

obligations under the notes and plus the fees, if any, paid for third-party data analytics and/or electronic platform services.

PS-9 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

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 reco rds 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 co nstitute 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 gen eral

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 Dela ware

Limited Liability Company Act, except that such counsel expresses no opinion as to (i) any law, rule or regulation that is ap plicable 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 appli cable 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 tru stee's

authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding na ture and

enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2 026, which was

filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,

2026.

Additional Terms Specific to the Notes

You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying

prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information

contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, togethe r

with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral state ments as

well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structure s for

implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consid er, among

other things, the matters set forth in the "Risk Factors" sections of the accompanying prospectus supplement and the accompan ying

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 pricin g

supplement, "we," "us" and "our" refer to JPMorgan Financial.

JPMorgan Chase & Co. published this content on May 08, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 08, 2026 at 19:15 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]

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