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Statement of Changes in Beneficial Ownership (Form 4)

Technology

JPMorgan Chase & Co.

02/09/2026 | Press release | Distributed by Public on 02/09/2026 16:10

Primary Offering Prospectus (Form 424B2)

February 5, 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

$1,613,000

Capped Accelerated Barrier Notes Linked to the

iShares® Bitcoin Trust ETF due February 8, 2029

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

● The notes are designed for investors who seek a return of 1.20 times any appreciation of the iShares® Bitcoin Trust ETF,

which we refer to as the Fund, up to a maximum return of 193.15% at maturity.

● Investors should be willing to forgo interest payments and be willing to lose a significant portion or all 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.

● Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the Fund

seeks to reflect generally the performance of the price of bitcoin and therefore the notes involve significant risks in

investments tracking cryptocurrencies. Bitcoin has historically exhibited high price volatility relative to more

traditional asset classes and has experienced extreme volatility in recent periods and may continue to do so, which

may increase the volatility of the Fund.

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

● The notes priced on February 5, 2026 and are expected to settle on or about February 10, 2026.

● CUSIP: 46660JNR9

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-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,

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

$7.50

$992.50

Total

$1,613,000

$12,097.50

$1,600,902.50

(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 $7.50 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 $933.30 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 Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust 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® Bitcoin Trust ETF (Bloomberg ticker:

IBIT)

Maximum Return: 193.15% (corresponding to a maximum

payment at maturity of $2,931.50 per $1,000 principal amount

note)

Upside Leverage Factor: 1.20

Barrier Amount: 60.00% of the Initial Value, which is $21.66

Pricing Date: February 5, 2026

Original Issue Date (Settlement Date): On or about

February 10, 2026

Observation Date*: February 5, 2029

Maturity Date*: February 8, 2029

* 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 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 a liquidation event as described under "Supplemental

Terms of the Notes - Acceleration Upon a Liquidation Event"

and "Selected Risk Considerations - We May Accelerate

Your Notes If a Liquidation 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 but greater than or equal to the Barrier

Amount, you will receive the principal amount of your notes at

maturity.

If the Final Value is less than the Barrier Amount, your

payment at maturity per $1,000 principal amount note will be

calculated as follows:

$1,000 + ($1,000 × Fund Return)

If the Final Value is less than the Barrier Amount, you will lose

more than 40.00% of your principal amount at maturity and

could lose all 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 $36.10

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 Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

Supplemental Terms of the Notes

The notes are not commodity futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936,

as amended (the "Commodity Exchange Act"). The notes are offered pursuant to an exemption from regulation under the

Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more

payments indexed to the value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are

not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures

Trading Commission.

Any value of any underlier, 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.

Acceleration Upon a Liquidation Event

Notwithstanding anything to the contrary under "The Underlyings - Funds - Discontinuation of a Fund; Alternate Calculation of

Closing Price and Trading Price" in the accompanying product supplement, if the Fund (or a successor fund (as defined in the

accompanying product supplement)) is delisted, liquidated or otherwise terminated (each, a "liquidation event") and the calculation

agent determines, in its sole discretion, that no successor fund is available, we will have the right, but not the obligation, to accelerate

the payment on the notes. If we choose to exercise this right, (a) we will provide, or cause the calculation agent to provide, written

notice of our election to exercise this right to the trustee, on which notice the trustee may conclusively rely, at its New York office, and to

The Depository Trust Company, or DTC, as holder of the notes, (b) the amount due and payable per note upon early acceleration will

be determined by the calculation agent in good faith and in a commercially reasonable manner on the date on which we (or the

calculation agent) deliver notice of acceleration and (c) that amount will be payable on the fifth business day following the date on which

we (or the calculation agent) deliver notice of acceleration, and the maturity date will be accelerated to that fifth business day. In

determining the amount due and payable upon the occurrence of a liquidation event due to delisting of the Fund, the calculation agent

will consider the last price published by the relevant exchange before such delisting.

We will provide, or will cause the calculation agent to provide, written notice to the trustee at its New York office, on which notice the

trustee may conclusively rely, and to DTC of the cash amount due with respect to the notes as promptly as possible and in no event

later than two business days prior to the date on which payment is due.

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 assume

the following:

● an Initial Value of $100.00;

● a Maximum Return of 193.15%;

● an Upside Leverage Factor of 1.20; and

● a Barrier Amount of $60.00 (equal to 60.00% of the hypothetical Initial Value).

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

graph have been rounded for ease of analysis.

PS-3 | Structured Investments

Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

Final Value

Fund Return

Total Return on the Notes

Payment at Maturity

$375.0000

275.0000%

193.15%

$2,931.50

$350.0000

250.0000%

193.15%

$2,931.50

$325.0000

225.0000%

193.15%

$2,931.50

$300.0000

200.0000%

193.15%

$2,931.50

$275.0000

175.0000%

193.15%

$2,931.50

$260.9583

160.9583%

193.15%

$2,931.50

$250.0000

150.0000%

180.00%

$2,800.00

$225.0000

125.0000%

150.00%

$2,500.00

$200.0000

100.0000%

120.00%

$2,200.00

$180.0000

80.0000%

96.00%

$1,960.00

$160.0000

60.0000%

72.00%

$1,720.00

$150.0000

50.0000%

60.00%

$1,600.00

$140.0000

40.0000%

48.00%

$1,480.00

$130.0000

30.0000%

36.00%

$1,360.00

$120.0000

20.0000%

24.00%

$1,240.00

$110.0000

10.0000%

12.00%

$1,120.00

$105.0000

5.0000%

6.00%

$1,060.00

$101.0000

1.0000%

1.20%

$1,012.00

$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%

0.00%

$1,000.00

$70.0000

-30.0000%

0.00%

$1,000.00

$60.0000

-40.0000%

0.00%

$1,000.00

$59.9900

-40.0100%

-40.01%

$599.90

$50.0000

-50.0000%

-50.00%

$500.00

$40.0000

-60.0000%

-60.00%

$400.00

$30.0000

-70.0000%

-70.00%

$300.00

$20.0000

-80.0000%

-80.00%

$200.00

$10.0000

-90.0000%

-90.00%

$100.00

$0.0000

-100.0000%

-100.00%

$0.00

PS-4 | Structured Investments

Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

The following graph demonstrates the hypothetical payments at maturity on the notes for a sub-set of Fund Returns detailed in the table

above (-100% to 220%). There can be no assurance that the performance of the Fund will result in the return of any of your principal

amount.

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 the

Fund Return times the Upside Leverage Factor of 1.20, up to the Maximum Return of 193.15%. An investor will realize the maximum

payment at maturity at a Final Value of approximately 260.9583% or more of the Initial Value.

● If the closing price of one share of the Fund increases 10.00%, investors will receive at maturity a return of 12.00%, or $1,120.00

per $1,000 principal amount note.

● If the closing price of one share of the Fund increases 220.00%, investors will receive at maturity a return equal to the 193.15%

Maximum Return, or $2,931.50 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 but greater than or equal to the Barrier Amount of 60.00% of

the Initial Value, investors will receive at maturity the principal amount of their notes.

Downside Scenario:

If the Final Value is less than the Barrier Amount of 60.00% of the Initial Value, investors will lose 1% of the principal amount of their

notes for every 1% that the Final Value is less than the Initial Value.

● For example, if the closing price of one share of the Fund declines 60.00%, investors will lose 60.00% of their principal amount and

receive only $400.00 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 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.

● 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 Barrier Amount, you will lose 1% of the

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

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

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

PS-5 | Structured Investments

Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust 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 BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE -

If the Final Value is less than the Barrier Amount, the benefit provided by the Barrier Amount will terminate and you will be fully

exposed to any depreciation of the Fund.

● 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.

● THE NOTES DO NOT PAY INTEREST.

● YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR ITS UNDERLYING ASSET.

● THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE FUND FALLING BELOW THE BARRIER AMOUNT IS

GREATER IF THE PRICE OF ONE SHARE OF THE FUND IS VOLATILE.

● WE MAY ACCELERATE YOUR NOTES IF A LIQUIDATION EVENT OCCURS -

If a liquidation event occurs and the calculation agent determines, in its sole discretion, that no successor fund is available, we

may, in our sole and absolute discretion, accelerate the payment on your notes and pay you an amount determined in good faith

and in a commercially reasonable manner by the calculation agent. 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. For more information, see

"Supplemental Terms of the Notes - Acceleration Upon a Liquidation Event" in this pricing supplement.

● 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.

● 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.

PS-6 | Structured Investments

Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

● 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 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 price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk

Factors - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the

notes will be impacted by many economic and market factors" in the accompanying product supplement.

Risks Relating to the Fund

● THE FUND IS NOT AN INVESTMENT COMPANY OR COMMODITY POOL AND WILL NOT BE SUBJECT TO REGULATION

UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE ACT -

Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies

or commodity pools.

● 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 ASSET AS WELL AS THE NET ASSET

VALUE PER SHARE -

The Fund does not fully replicate the performance of bitcoin, which we refer to as the underlying asset with respect to the Fund,

due to the fees and expenses charged by the Fund or by restrictions on access to the underlying asset due to other circumstances.

Additionally, there is a risk that part or all of the Fund's holdings in its underlying asset could be lost, stolen or destroyed. Access to

the Fund's underlying asset could also be restricted by natural events (such as an earthquake) or human actions (such as a

terrorist attack or cyberattack). All of these factors may lead to a lack of correlation between the performance of the Fund and its

underlying asset. In addition, 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, the Fund's underlying asset may be unavailable in the secondary market, market participants

may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely

affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.

Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and

sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from

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

performance of its underlying asset as well as the net asset value per share of the Fund, which could materially and adversely

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

● VOLATILITY RISK -

Greater expected volatility with respect to the Fund indicates a greater likelihood as of the Pricing Date that the Final Value could

be less than the Barrier Amount. The Fund's volatility, however, can change significantly over the term of the notes. The closing

price of one share of the Fund could fall sharply during the term of the notes, which could result in you losing a significant portion or

all of your principal amount at maturity. In addition, because the Fund is linked to a single asset, not a diverse basket or a broad-

based index, the notes carry greater risk and may be more volatile than securities linked to the values of a diverse basket or a

broad-based index. Furthermore, bitcoin has historically exhibited high price volatility relative to more traditional asset classes and

has experienced extreme volatility in recent periods and may continue to do so, which may increase the volatility of the Fund.

PS-7 | Structured Investments

Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

● THE NOTES ARE SUBJECT TO RISKS RELATING TO BITCOIN AND THE BITCOIN NETWORK -

The Fund offers exposure to bitcoin. Bitcoin is a digital asset designed to act as a medium of exchange and does not represent

legal tender. Use of bitcoin in the retail and commercial marketplace is relatively limited. Bitcoin generally operates without central

authority or banks and is not backed by any government or organized governing body. Digital assets such as bitcoin are new and

novel products, and their value is influenced by a wide variety of factors that are uncertain and difficult to evaluate. Information

about bitcoin holdings is limited, as ownership of bitcoin is semi-anonymous and the supply of accessible bitcoin is unknown.

Bitcoin is an emerging asset class, and regulation in the United States is still developing, including with respect to market integrity,

anti-fraud, anti-manipulation, cybersecurity, surveillance and anti-money laundering. Federal, state and/or foreign governments

may restrict the use and exchange of bitcoin and any such regulatory actions may adversely affect the value of bitcoin. Bitcoin and

the bitcoin network face significant challenges to scaling. Bitcoin has been and may continue to be subject to extreme market

volatility.

Competition from other digital assets or so-called "central bank digital currencies" could adversely affect the value of bitcoin.

Political or economic crises may motivate large-scale sales of bitcoin, which could result in a reduction in the prices of bitcoin and

adversely affect an investment in the notes. Concerns about the perceived or actual environmental or other risks associated with,

or bad publicity regarding, bitcoin may lead to decreased participation in the bitcoin network or decreased interest in or use of

bitcoin, which could adversely affect the value of bitcoin and therefore the value of and return on the notes. The value of bitcoin

may fall sharply, and potentially to zero, causing you to lose a significant portion or all of your principal amount at maturity. If bitcoin

continues to be subject to sharp fluctuations, the Fund and the notes may be adversely affected.

The value of bitcoin could be adversely affected by the actions of bitcoin miners. Your investment in the notes could also be

adversely affected by a temporary or permanent "fork" (or "split") of the bitcoin network and the blockchain, with one version

running pre-modified software and the other running modified software. Even when held indirectly, investment vehicles like the

Fund may be affected by the high volatility associated with bitcoin exposure. Bitcoin is susceptible to theft, loss, destruction and

fraud.

Bitcoin exchanges and other trading venues on which bitcoin trades are also relatively new and, in most cases, largely unregulated

and may therefore be more exposed to operational problems, fraud and failure than established, regulated exchanges for

securities, derivatives and other currencies. Bitcoin exchanges may stop operating or permanently shut down due to fraud,

technical glitches, internet disruptions, hackers or malware (e.g., intentional network attacks), which may also affect the price of

bitcoin. Events that negatively affect bitcoin may negatively affect the performance of the Fund and the notes.

● LIMITED TRADING HISTORY -

The Fund commenced trading on The Nasdaq Stock Market on January 11, 2024 and therefore has limited historical performance.

Accordingly, historical information for the Fund is available only since that date. Past performance should not be considered

indicative of future performance.

● THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -

The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.

However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an

event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and

adversely affected.

The Fund

The iShares® Bitcoin Trust ETF is an exchange-traded fund that seeks to reflect generally the performance of the price of bitcoin before

the payment of its expenses and liabilities. The assets of the Fund consist primarily of bitcoin held by the bitcoin custodian on behalf of

the Fund. For additional information about the Fund, see Annex A below.

PS-8 | Structured Investments

Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

Historical Information

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

Fund from January 12, 2024 through January 30, 2026. The Fund commenced trading on The Nasdaq Stock Market on January 11,

2024 and therefore has limited historical performance. The closing price of one share of the Fund on February 5, 2026 was $36.10. 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 performance of

the Fund will result in the return of any of your principal amount.

Historical Performance of the iShares® Bitcoin Trust ETF

Source: Bloomberg

Tax Treatment

You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product

supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax

counsel, Davis 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 transactions"

that are not debt instruments for U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income Tax

Consequences - Tax Consequences to U.S. Holders - Notes Treated as Open Transactions That Are Not Debt Instruments" in the

accompanying product supplement. Assuming this treatment is respected, subject to the possible application of the "constructive

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 purposes 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 potential

application of the constructive ownership rules.

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Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

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 effect. 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 notice.

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 - 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, 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 - The Estimated Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the

Notes" in this pricing supplement.

PS-10 | Structured Investments

Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

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

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 - 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 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. 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.

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Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust 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:

http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf

● Prospectus supplement and prospectus, each dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf

● Prospectus addendum dated June 3, 2024:

http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm

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.

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Capped Accelerated Barrier Notes Linked to the iShares® Bitcoin Trust ETF

Annex A

The iShares® Bitcoin Trust ETF

All information contained in this pricing supplement regarding the iShares® Bitcoin Trust ETF (the "IBIT Fund") has been derived from

publicly available information, without independent verification. This information reflects the policies of, and is subject to change by, the

sponsor of the IBIT Fund, iShares Delaware Trust Sponsor LLC ("iShares Delaware"), an indirect subsidiary of BlackRock, Inc.

BlackRock Fund Advisors, a California corporation that is a wholly-owned subsidiary of BlackRock, Inc., is the trustee of the IBIT Fund.

The Bank of New York Mellon is the cash custodian of the IBIT Fund and Coinbase Custody Trust Company, LLC is the bitcoin

custodian of the IBIT Fund. The IBIT Fund is an investment trust that trades on The Nasdaq Stock Market under the ticker symbol

"IBIT."

The IBIT Fund seeks to reflect generally the performance of the price of bitcoin before the payment of its expenses and liabilities. The

assets of the IBIT Fund consist primarily of bitcoin held by the bitcoin custodian on behalf of the IBIT Fund. The IBIT Fund issues blocks

of shares in exchange for deposits of bitcoin and distributes bitcoin in connection with the redemption of blocks of shares. The shares of

the IBIT Fund are intended to constitute a simple and cost-effective means of making an investment similar to an investment in bitcoin.

The shares of the IBIT Fund represent units of fractional undivided beneficial interest in and ownership of the IBIT Fund. The IBIT Fund

is a passive investment vehicle that does not seek to generate returns beyond tracking the price of bitcoin and the sponsor of the IBIT

Fund does not actively manage the bitcoin held by the IBIT Fund. The trustee of the IBIT Fund sells bitcoin held by the IBIT Fund to pay

the IBIT Fund's expenses on an as-needed basis irrespective of then-current bitcoin prices.

Currently, the IBIT Fund's only ordinary recurring expense is expected to be iShares Delaware's fee, which is accrued daily at an

annualized rate equal to 0.25% of the net asset value of the IBIT Fund and is payable at least quarterly in arrears. The trustee of the

IBIT Fund will, when directed by iShares Delaware, and, in the absence of such direction, may, in its discretion, sell bitcoin in such

quantity and at such times as may be necessary to permit payment of iShares Delaware's fee and of expenses or liabilities of the IBIT

Fund not assumed by iShares Delaware. As a result of the recurring sales of bitcoin necessary to pay the IBIT Fund sponsor's fee and

the IBIT Fund expenses or liabilities not assumed by the IBIT Fund sponsor, the net asset value of the IBIT Fund and, correspondingly,

the fractional amount of bitcoin represented by each share will decrease over the life of the IBIT Fund. New deposits of bitcoin, received

in exchange for additional new issuances of shares by the IBIT Fund, do not reverse this trend.

Information provided to or filed with the SEC by the IBIT Fund pursuant to the Securities Act of 1933, as amended, and the Securities

Exchange Act of 1934, as amended, can be located by reference to SEC file numbers 333-272680 and 001-41914, respectively,

through the SEC's website at http://www.sec.gov. The IBIT Fund is not a mutual fund or any other type of investment company within

the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder. The IBIT Fund is not a

commodity pool for purposes of the Commodity Exchange Act of 1936, as amended, and is not subject to regulation thereunder, and

iShares Delaware is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a

commodity trading advisor.

Bitcoin

Bitcoin is a digital asset the ownership and behavior of which are determined by participants in an online, peer-to-peer network that

connects computers that run publicly accessible, or "open source," software that follows the rules and procedures governing the bitcoin

network, commonly referred to as the bitcoin protocol. The value of bitcoin, like the value of other digital assets, is not backed by any

government, corporation or other identified body. Ownership and the ability to transfer or take other actions with respect to bitcoin are

protected through public-key cryptography. The supply of bitcoin is constrained or formulated by its protocol instead of being explicitly

delegated to an identified body (e.g., a central bank) to control. Units of bitcoin, called tokens, are treated as fungible. Bitcoin and

certain other types of digital assets are often referred to as digital currencies or cryptocurrencies. No single entity owns or operates the

bitcoin network, the infrastructure of which is collectively maintained by (1) a decentralized group of participants who run computer

software that results in the recording and validation of transactions (commonly referred to as "miners"), (2) developers who propose

improvements to the bitcoin protocol and the software that enforces the protocol and (3) users who choose what bitcoin software to run.

Bitcoin was released in 2009 and, as a result, there is little data on its long-term investment potential. Bitcoin is not backed by a

government-issued legal tender or any other currency or asset. Bitcoin is "stored" or reflected on a digital transaction ledger commonly

known as a "blockchain." A blockchain is a type of shared and continually reconciled database, stored in a decentralized manner on the

computers of certain users of the digital asset. Bitcoin is created by "mining." Mining involves miners using a sophisticated computer

program to repeatedly solve very complex mathematical problems on specialized computer hardware. Miners can be bitcoin

enthusiasts but increasingly are professional mining operations that design and build dedicated machines and data centers as the

computing power required to solve the problem continues to increase significantly.

JPMorgan Chase & Co. published this content on February 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 09, 2026 at 22:10 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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