JPMorgan Chase & Co.
08/25/2026 | Press release | Distributed by Public on 08/25/2026 12:39
Supplemental Prospectus (Form 424B3)
August 25, 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(3)
Amendment no. 1 to pricing supplement dated April 16, 2026 to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-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
Yield Notes Linked to the Lesser Performing of the State
Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ
TrustSM, Series 1 due October 21, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The section entitled "Tax Treatment" in the pricing supplement dated April 16, 2026, related to the notes referred to
above (the "pricing supplement"), is amended, restated and superseded in its entirety by the section entitled "Tax
Treatment" in Annex A to this amendment.
CUSIP: 46660RUT9
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-3 of the 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 amendment, the pricing supplement or the accompanying
product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation
to the contrary is a criminal offense.
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.
You should read this amendment together with the pricing supplement and the related product supplement, prospectus
supplement, prospectus and prospectus addendum, each of which can be accessed via the hyperlinks below. Please also see
"Additional Terms Specific to the Notes" in the pricing supplement.
● Pricing supplement dated April 16, 2026:
Product supplement no. 4-I dated April 13, 2023:
Underlying supplement no. 1-I dated April 13, 2023:
Prospectus supplement and prospectus, each dated April 13, 2023:
Prospectus addendum dated June 3, 2024:
PS-1 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Common Stock of
Salesforce, Inc.
Annex A
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in
determining our reporting responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each consisting of:
(x) a cash-settled Put Option written by you that, in circumstances where the payment due at maturity is less than $1,000 (excluding
accrued but unpaid interest), requires you to pay us an amount equal to that difference and (y) a Deposit of $1,000 per $1,000 principal
amount note to secure your potential obligation under the Put Option, as more fully described in "Material U.S. Federal Income Tax
Consequences - Tax Consequences to U.S. Holders - Notes Treated as Units Each Comprising a Put Option and a Deposit" in the
accompanying product supplement, and in particular in the subsection thereof entitled "- Notes with a Term of Not More than One
Year." By purchasing the notes, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to follow
this treatment and the allocation described in the following paragraph. However, there are other reasonable treatments that the IRS or
a court may adopt, in which case the timing and character of any income or loss on the notes could be materially and adversely
affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of
"prepaid forward contracts" and similar instruments. The notice focuses on a number of issues, the most relevant of which for investors
in the notes are the character of income or loss (including whether the Put Premium might be currently included as ordinary income);
the degree, if any, to which income realized by non-U.S. investors should be subject to withholding tax; and whether investors in short-
term instruments should be required to accrue income. While it is not clear whether the notes would be viewed as similar to the typical
prepaid forward contract described in the notice, it is possible that any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with
retroactive effect.
In determining our reporting responsibilities, we intend to treat approximately 41.01% of each Interest Payment as interest on the
Deposit and the remainder as Put Premium. Assuming that the treatment of the notes as units each comprising a Put Option and a
Deposit is respected, amounts treated as interest on the Deposit will be taxed as ordinary income, while the Put Premium will not be
taken into account prior to sale or settlement.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The discussions above and in the accompanying product supplement do not address the consequences to taxpayers subject to special
tax accounting rules under Section 451(b) of the Code. You should consult your tax adviser regarding all aspects of the U.S. federal
income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by the 2007
notice. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the
tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the purchase
price of the notes between the Deposit and the Put Option.
JPMorgan Chase & Co. published this content on August 25, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 25, 2026 at 18:39 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]