JPMorgan Chase & Co.
04/23/2026 | Press release | Distributed by Public on 04/23/2026 10:09
Primary Offering Prospectus (Form 424B2)
April 21, 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
$1,155,000
Uncapped Dual Directional Buffered Return Enhanced
Notes Linked to the Lesser Performing of the iShares®
MSCI EAFE ETF and the EURO STOXX 50® Index
due April 24, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek an uncapped return of 2.037 times any appreciation, or a capped,
unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 15.00%), of the lesser
performing of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index, which we refer to as the Underlyings, 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.
● Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
● Minimum denominations of $1,000 and integral multiples thereof
● The notes priced on April 21, 2026 and are expected to settle on or about April 24, 2026.
● CUSIP: 46660TA59
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-5 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
$11.25
$988.75
Total
$1,155,000
$12,993.75
$1,142,006.25
(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 $11.25 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 $964.00 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The EURO STOXX 50® Index (Bloomberg
ticker: SX5E) (the "Index") and the iShares® MSCI EAFE
ETF (Bloomberg ticker: EFA) (the "Fund") (each of the Index
and the Fund, an "Underlying" and collectively, the
"Underlyings")
Upside Leverage Factor: 2.037
Buffer Amount: 15.00%
Pricing Date: April 21, 2026
Original Issue Date (Settlement Date): On or about April
24, 2026
Observation Date*: April 21, 2031
Maturity Date*: April 24, 2031
* 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 Multiple Underlyings" and "General Terms of
Notes - Postponement of a Payment Date" in the
accompanying product supplement or early acceleration in
the event of an acceleration event as described under
"General Terms of Notes - Consequences of an
Acceleration Event" in the accompanying product
supplement and "Selected Risk Considerations - We May
Accelerate Your Notes If an Acceleration Event Occurs" in
this pricing supplement
Payment at Maturity:
If the Final Value of each Underlying is greater than its
Initial Value, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Underlying Return ×
Upside Leverage Factor)
If (i) the Final Value of one Underlying is greater than its
Initial Value and the Final Value of the other Underlying is
equal to its Initial Value or is less than its Initial Value by up
to the Buffer Amount or (ii) the Final Value of each
Underlying is equal to its Initial Value or is less than its
Initial Value by up to the Buffer Amount, your payment at
maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Absolute Underlying Return of the
Lesser Performing Underlying)
This payout formula results in an effective cap of 15.00% on
your return at maturity if the Lesser Performing Underlying
Return is negative. Under these limited circumstances,
your maximum payment at maturity is $1,150.00 per $1,000
principal amount note.
If the Final Value of either Underlying is less than its 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 × (Lesser Performing Underlying Return +
Buffer Amount)]
If the Final Value of either Underlying is less than its Initial
Value by more than the Buffer Amount, you will lose some
or most of your principal amount at maturity.
Absolute Underlying Return: With respect to each
Underlying, the absolute value of its Underlying Return. For
example, if the Underlying Return of an Underlying is -5%,
its Absolute Underlying Return will equal 5%.
Lesser Performing Underlying: The Underlying with the
Lesser Performing Underlying Return
Lesser Performing Underlying Return: The lower of the
Underlying Returns of the Underlyings
Underlying Return: With respect to each Underlying,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing
value of that Underlying on the Pricing Date, which was
$101.63 for the iShares® MSCI EAFE ETF and 5,930.25 for
the EURO STOXX 50® Index
Final Value: With respect to each Underlying, the closing
value of that Underlying on the Observation Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and
is set equal to 1.0 on the 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
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
Supplemental Terms of the Notes
The prospectus, prospectus supplement, prospectus addendum, product supplement and underlying supplement (if applicable) which
were referenced in the section entitled "Additional Terms Specific to the Notes" in the preliminary pricing supplement relating to the
notes (filed under the registration statement nos. 333-270004 and 333-270004-01) have been superseded by the accompanying
prospectus, prospectus supplement, product supplement and underlying supplement (if applicable), each dated April 17, 2026 and filed
under the registration statement nos. 333-293684 and 333-293684-01.
Notwithstanding anything to the contrary in this final pricing supplement, any references to the accompanying prospectus supplement in
connection with the discussion of tax treatment or tax consequences of an investment in the notes in this final pricing supplement is
deemed to refer to the transition product supplement no. 4-I dated April 17, 2026 (the "Transition Product Supplement") instead.
In addition, notwithstanding anything to the contrary in this final pricing supplement, depending on the type of underlying asset, certain
provisions identified below in the accompanying product supplement do not apply to the notes. Instead, the provisions identified below
in the Transition Product Supplement apply to the notes. You should refer to the preliminary pricing supplement you have received and
disregard the change made to the text preceded by an asterisk in the "Key Terms" section and disregard the risk factor entitled
"Selected Risk Considerations - We May Accelerate Your Notes If an Acceleration Event Occurs" in this final pricing supplement.
The Transition Product Supplement can be accessed at the following URL:
Notes Linked in Whole or in Part to a Reference Stock
"General Terms of Notes - Consequences of a Delisting Related Event" and "The Underlyings - Reference Stocks - Delisting of a
Reference Stock or Nationalization of a Reference Stock Issuer" in the accompanying product supplement do not apply to the notes.
Instead, "The Underlyings - Reference Stocks - Delisting of a Reference Stock or Nationalization of a Reference Stock Issuer" in the
Transition Product Supplement applies to the notes.
Notes Linked in Whole or in Part to an ADS
"General Terms of Notes - Consequences of a Delisting Related Event" and "The Underlyings - Reference Stocks - Delisting of
ADSs or Termination of ADS Facility" in the accompanying product supplement do not apply to the notes. Instead, "The Underlyings -
Reference Stocks - Delisting of ADSs or Termination of ADS Facility" in the Transition Product Supplement applies to the notes.
Notes Linked in Whole or in Part to a Fund (Other Than a Cryptocurrency Fund as Defined in the Accompanying Product
Supplement)
"General Terms of Notes - Consequences of a Delisting Related Event" and "The Underlyings - Funds - Discontinuation or
Modification of a Fund" in the accompanying product supplement do not apply to the notes. Instead, "The Underlyings - Funds -
Discontinuation of a Fund; Alternate Calculation of Closing Price and Trading Price" in the Transition Product Supplement applies to the
notes.
PS-3| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to two hypothetical
Underlyings. 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 for the Lesser Performing Underlying of 100.00;
● an Upside Leverage Factor of 2.037; and
● a Buffer Amount of 15.00%.
The hypothetical Initial Value of the Lesser Performing Underlying of 100.00 has been chosen for illustrative purposes only and does
not represent the actual Initial Value of either Underlying. The actual Initial Value of each Underlying is the closing value of that
Underlying on the Pricing Date and is specified under "Key Terms - Initial Value" in this pricing supplement. For historical data
regarding the actual closing values of each Underlying, please see the historical information set forth under "The Underlyings" in this
pricing supplement.
Each hypothetical 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.
Final Value of
the Lesser
Performing
Underlying
Lesser
Performing
Underlying
Return
Absolute Underlying
Return of the Lesser
Performing Underlying
Total Return on the
Notes
Payment at Maturity
180.00
80.00%
N/A
162.960%
$2,629.60
165.00
65.00%
N/A
132.405%
$2,324.05
150.00
50.00%
N/A
101.850%
$2,018.50
140.00
40.00%
N/A
81.480%
$1,814.80
130.00
30.00%
N/A
61.110%
$1,611.10
120.00
20.00%
N/A
40.740%
$1,407.40
110.00
10.00%
N/A
20.370%
$1,203.70
105.00
5.00%
N/A
10.185%
$1,101.85
101.00
1.00%
N/A
2.037%
$1,020.37
100.00
0.00%
0.00%
0.000%
$1,000.00
95.00
-5.00%
5.00%
5.000%
$1,050.00
90.00
-10.00%
10.00%
10.000%
$1,100.00
85.00
-15.00%
15.00%
15.000%
$1,150.00
80.00
-20.00%
N/A
-5.000%
$950.00
70.00
-30.00%
N/A
-15.000%
$850.00
60.00
-40.00%
N/A
-25.000%
$750.00
50.00
-50.00%
N/A
-35.000%
$650.00
40.00
-60.00%
N/A
-45.000%
$550.00
30.00
-70.00%
N/A
-55.000%
$450.00
20.00
-80.00%
N/A
-65.000%
$350.00
10.00
-90.00%
N/A
-75.000%
$250.00
0.00
-100.00%
N/A
-85.000%
$150.00
PS-4| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Lesser Performing Underlying
Returns (-40% to 40%). There can be no assurance that the performance of the Lesser Performing Underlying will result in the return of
any of your principal amount in excess of $150.00 per $1,000.00 principal amount note, subject to the credit risks of JPMorgan
Financial and JPMorgan Chase & Co.
How the Notes Work
Underlying Appreciation Upside Scenario:
If the Final Value of each Underlying is greater than its Initial Value, investors will receive at maturity the $1,000 principal amount plus a
return equal to the Lesser Performing Underlying Return times the Upside Leverage Factor of 2.037.
● If the closing value of the Lesser Performing Underlying increases 5.00%, investors will receive at maturity a return of 10.185%, or
$1,101.85 per $1,000 principal amount note.
Underlying Par or Underlying Depreciation Upside Scenario:
If (i) the Final Value of one Underlying is greater than its Initial Value and the Final Value of the other Underlying is equal to its Initial
Value or is less than its Initial Value by up to the Buffer Amount of 15.00% or (ii) the Final Value of each Underlying is equal to its Initial
Value or is less than its Initial Value by up to the Buffer Amount of 15.00%, investors will receive at maturity the $1,000 principal amount
plus a return equal to the Absolute Underlying Return of the Lesser Performing Underlying.
● For example, if the closing value of the Lesser Performing Underlying declines 10.00%, investors will receive at maturity a return of
10.00%, or $1,100.00 per $1,000 principal amount note.
Downside Scenario:
If the Final Value of either Underlying is less than its Initial Value by more than the Buffer Amount of 15.00%, investors will lose 1% of
the principal amount of their notes for every 1% that the Final Value of the Lesser Performing Underlying is less than its Initial Value by
more than the Buffer Amount.
● For example, if the closing value of the Lesser Performing Underlying declines 60.00%, investors will lose 45.00% of their principal
amount and receive only $550.00 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.
PS-5| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
● YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. If the Final Value of either Underlying is less than its Initial Value by more than
15.00%, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Lesser Performing
Underlying is less than its Initial Value by more than 15.00%. 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 BY THE BUFFER AMOUNT IF THE LESSER PERFORMING
UNDERLYING RETURN IS NEGATIVE -
Because the payment at maturity will not reflect the Absolute Underlying Return of the Lesser Performing Underlying if its Final
Value is less than its Initial Value by more than the Buffer Amount, the Buffer Amount is effectively a cap on your return at maturity
if the Lesser Performing Underlying Return is negative. The maximum payment at maturity if the Lesser Performing Underlying
Return is negative is $1,150.00 per $1,000 principal amount note.
● CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
● AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS -
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase & Co.,
substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see "Risk Factors - Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution" in the accompanying prospectus supplement.
● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments on the notes are not linked to a basket composed of the Underlyings and are contingent upon the performance of each
individual Underlying. Poor performance by either of the Underlyings over the term of the notes may negatively affect your payment
at maturity and will not be offset or mitigated by positive performance by the other Underlying.
● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
● THE NOTES DO NOT PAY INTEREST.
● YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY EITHER
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
● WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS -
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means there is an announcement or occurrence of legal or
regulatory changes that the calculation agent determines are likely to interfere with your or our ability to transact in or hold the
notes or our ability to hedge or perform our obligations under the notes, or a Fund is delisted, liquidated or otherwise terminated
and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your notes is
accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable investment.
Please see "General Terms of Notes - Consequences of a Change-in-Law Event" and "The Underlyings - Funds -
Discontinuation or Modification of a Fund" in the accompanying product supplement for more information.
● LACK OF LIQUIDITY-
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
● POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
PS-6| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
● THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our
obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See "The
Estimated Value of the Notes" in this pricing supplement.
● THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
● THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
● THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
● SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue
price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market
transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged
a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic
platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
● SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the values of the Underlyings. Additionally, independent pricing vendors and/or third party broker-dealers may publish a
price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than
the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk Factors -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Underlyings
● THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund is subject to management risk, which is the risk that the investment strategies of the Fund's investment adviser, the
implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could
adversely affect the market price of the shares of the Fund and, consequently, the value of the notes.
PS-7| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
● THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (as defined under "The Underlyings" below) and may hold securities different
from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and
fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between
the performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying
the Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its Underlying
Index. Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply and investor
demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund.
During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants
may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely
affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and
sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from
the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the
performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and adversely
affect the value of the notes in the secondary market and/or reduce any payment on the notes.
● NON-U.S. SECURITIES RISK -
The non-U.S. equity securities included in or held by the Underlyings 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.
● THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUND -
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 price of
the Fund will be adversely affected and any payment on the notes may be reduced.
● NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE INDEX -
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securities included in the Index are based, although any currency fluctuations could affect the performance of the Index.
● 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 Underlyings
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.
The EURO STOXX 50® Index is a free-float market capitalization-weighted index composed of 50 of the largest stocks in terms of free-
float market capitalization traded on the major exchanges of 11 Eurozone countries: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The EURO STOXX 50® Index and STOXX are the intellectual property
(including registered trademarks) of STOXX Limited and/or its licensors (the "Licensors"), which are used under license. The notes
based on the EURO STOXX 50® Index are in no way sponsored, endorsed, sold or promoted by STOXX Limited and its Licensors and
neither STOXX Limited nor any of its Licensors shall have any liability with respect thereto. For additional information about the EURO
STOXX 50® Index, see "Equity Index Descriptions - The STOXX Benchmark Indices" in the accompanying underlying supplement.
PS-8| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
Historical Information
The following graphs set forth the historical performance of each Underlying based on the weekly historical closing values from January
8, 2021 through April 17, 2026. The closing value of the iShares® MSCI EAFE ETF on April 21, 2026 was $101.63. The closing value of
the EURO STOXX 50® Index on April 21, 2026 was 5,930.25. We obtained the closing values above and below from the Bloomberg
Professional® service ("Bloomberg"), without independent verification. The closing values of the Fund above and below may have been
adjusted by Bloomberg for actions taken by the Fund, such as stock splits.
The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be
given as to the closing value of either Underlying on the Observation Date. There can be no assurance that the performance of the
Underlyings will result in the return of any of your principal amount in excess of $150.00 per $1,000.00 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
Historical Performance of the EURO STOXX 50® Index
Source: Bloomberg
PS-9| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
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, 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 "United States Federal Taxation - 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 "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.
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.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS,
and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the notes
does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be
based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance, operational
and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect,
and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and
any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices of
the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this pricing supplement.
PS-10| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various
other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring
and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if any, paid for
third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be influenced by
market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A
portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers,
and we or one or more of our affiliates will retain any remaining hedging profits. See "Selected Risk Considerations - Risks Relating to
the Estimated Value and Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Lower Than the Original Issue
Price (Price to Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be impacted by many
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See "Selected Risk Considerations -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "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 Underlyings" in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes and plus the fees, if any,
paid for third-party data analytics and/or electronic platform services.
Supplemental Notice to Investors
The notes may cause you to become subject to short position disclosure requirements if they confer a financial advantage on you in the
event of a decrease in the price or value of any relevant shares under Regulation (EU) No. 236/2012 (the "Short Selling Regulation").
This will occur if the short position represented by the short exposure provided by the notes, when combined with other long and short
positions you may hold, causes you to cross a relevant net short position disclosure threshold under the Short Selling Regulation. It is
your responsibility to monitor your net short positions and to comply with the obligations applicable to you under the Short Selling
Regulation. You should consult with your own legal and regulatory advisers regarding the notes should you have any concerns about
these requirements.
PS-11| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the "master note"), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to (x)(i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.'s obligation under the related guarantee
or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal
amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion is given as of the date
hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware
Limited Liability Company Act, except that such counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to
JPMorgan Financial or JPMorgan Chase & Co., the indenture, the notes, the related guarantee (together with the indenture and the
notes, the "Documents") or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any
party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law,
rule or regulation relating to national security. In addition, this opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature and
enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2026, which was
filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2026.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the "Risk Factors" sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing
our filings for the relevant date on the SEC website):
● Product supplement no. 3-I dated April 17, 2026:
● Underlying supplement no. 1-I dated April 17, 2026:
● Prospectus supplement and prospectus, each dated April 17, 2026:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.
JPMorgan Chase & Co. published this content on April 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 23, 2026 at 16:09 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]