JPMorgan Chase & Co.
05/18/2026 | Press release | Distributed by Public on 05/18/2026 07:34
Primary Offering Prospectus (Form 424B2)
May 14, 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 and
the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
$1,360,000
Auto Callable Notes Linked to the Lesser Performing of the
VanEck® Gold Miners ETF and the SPDR® Gold Trust due
November 22, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date (other
than the final Review Date), the closing price of one share of each of the VanEck® Gold Miners ETF and the SPDR® Gold
Trust, which we refer to as the Funds, is at or above its Call Value.
• The earliest date on which an automatic call may be initiated is November 13, 2026.
• The notes are also designed for investors who seek exposure to any appreciation of the lesser performing of the Funds
over the term of the notes if the notes have not been automatically called.
• Investors should be willing to forgo interest and dividend payments, while seeking repayment of at least 90.00% of their
principal 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 Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on May 14, 2026 (the "Pricing Date") and are expected to settle on or about May 21, 2026. The Strike
Value of each Fund has been determined by reference to certain intraday prices of one share of that Fund on
May 13, 2026 (the "Strike Date") and not by reference to the closing price of one share of that Fund on the Strike
Date or the Pricing Date.
• CUSIP / ISIN: 46661A4V9 / US46661A4V96
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
$15.50
$984.50
Total
$1,360,000
$21,080
$1,338,920
(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 $15.50 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 $976.70 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
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The VanEck® Gold Miners ETF (Bloomberg ticker:
GDX) and the SPDR® Gold Trust (Bloomberg ticker: GLD)
Call Premium Amount: The Call Premium Amount with
respect to each Review Date is set forth below:
• first Review Date: 6.70% × $1,000
• second Review Date: 13.40% × $1,000
Call Value: With respect to each Fund, 100.00% of its Strike
Value
Participation Rate: 150.00%
Strike Date: May 13, 2026
Pricing Date: May 14, 2026
Original Issue Date (Settlement Date): On or about May 21,
2026
Review Dates*: November 13, 2026, May 13, 2027 and
November 15, 2027 (final Review Date)
Call Settlement Dates*: November 20, 2026 and May 20, 2027
Maturity Date*: November 22, 2027
* Subject to postponement in the event of a market disruption event
and as described under "General Terms of Notes - Postponement
of a Determination Date - Notes Linked to Multiple Underlyings"
and "General Terms of Notes - Postponement of a Payment Date"
in the accompanying product supplement 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 - Risks Relating to the Notes Generally - We May
Accelerate Your Notes If an Acceleration Event Occurs" in this
pricing supplement
Automatic Call:
If the closing price of one share of each Fund on any Review
Date (other than the final Review Date) is greater than or equal
to its Call Value, the notes will be automatically called for a cash
payment, for each $1,000 principal amount note, equal to (a)
$1,000 plus (b) the Call Premium Amount applicable to that
Review Date, payable on the applicable Call Settlement Date.
No further payments will be made on the notes.
If the notes are automatically called, you will not benefit from
the feature that provides you with a positive return at maturity
equal to the Lesser Performing Fund Return times the
Participation Rate if the Final Value of each Fund is greater
than its Strike Value. Because this feature does not apply to
the payment upon an automatic call, the payment upon an
automatic call may be significantly less than the payment at
maturity for the same level of appreciation in the Lesser
Performing Fund.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Fund is greater than its Strike Value, at maturity,
you will receive a cash payment, for each $1,000 principal
amount note, of $1,000 plus the Additional Amount.
If the notes have not been automatically called and the Final
Value of either Fund is equal to or less than its Strike Value,
your payment at maturity will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Fund Return)
In no event, however, will the payment at maturity be less than
$900.00 per $1,000 principal amount note.
If the notes have not been automatically called and the Final
Value of either Fund is less than its Strike Value, you will lose
up to 10.00% of your principal amount at maturity.
If the notes have not been automatically called, you are entitled
to repayment of at least $900.00 per $1,000 principal amount
note at maturity, subject to the credit risks of JPMorgan
Financial and JPMorgan Chase & Co.
Additional Amount:
If the notes have not been automatically called, the Additional
Amount payable at maturity per $1,000 principal amount note
will equal:
$1,000 × Lesser Performing Fund Return × Participation Rate
Lesser Performing Fund: The Fund with the Lesser
Performing Fund Return
Lesser Performing Fund Return: The lower of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value - Strike Value)
Strike Value
Strike Value: With respect to each Fund, a price of one share
of that Fund determined by reference to certain intraday prices
of one share of that Fund on the Strike Date, which was $96.26
for the VanEck® Gold Miners ETF and $430.84 for the SPDR®
Gold Trust. The Strike Value of each Fund is not the closing
price of one share of that Fund on the Strike Date or the
Pricing Date. See "Selected Risk Considerations - Risks
Relating to Conflicts of Interest - Potential Conflicts" in this
pricing supplement.
Final Value: With respect to each Fund, the closing price of
one share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the closing
price of one share of that Fund and is set equal to 1.0 on the
Strike Date. The Share Adjustment Factor of each Fund is
subject to adjustment upon the occurrence of certain events
affecting that Fund. See "The Underlyings - Funds - Anti-
Dilution Adjustments" in the accompanying product supplement
for further information.
PS-2 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
Hypothetical Payout Profile
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
Call Premium Amount
The table below illustrates the Call Premium Amount per $1,000 principal amount note for each Review Date (other than the final
Review Date) based on the Call Premium Amounts set forth under "Key Terms - Call Premium Amount" above.
Review Date
Call Premium Amount
First
$67.00
Second
$134.00
The notes will be automatically called on the Call Settlement Date and you will receive
(a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date.
No further payments will be made on the notes.
Compare the closing price of one share of each Fund to its Call Value on each Review Date until the final Review Date or any earlier
automatic call.
Review Dates Preceding the Final Review Date
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Call Value.
The closing price of one
share of either Fund is
less than its Call Value.
Call
Value
The notes will not be automatically called. Proceed to the next Review Date.
No Automatic Call
Review Dates Preceding
the Final Review Date
You will receive $1,000 plus the
Additional Amount, which will equal:
$1,000 ×Lesser Performing Fund
Return ×Participation Rate
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Final Review Date Payment at Maturity
The Final Value of each Fund is greater than its
Strike Value.
The Final Value of either Fund is equal to or
less than its Strike Value.
You will receive $1,000 + ($1,000 ×
Lesser Performing Fund Return)
In no event, however, will the payment
at maturity be less than $900.00 per
$1,000 principal amount note.
PS-3 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
Payment at Maturity If the Notes Have Not Been Automatically Called
The following table and graph illustrate the hypothetical payment at maturity on the notes linked to two hypothetical Funds if the notes
have not been automatically called. The hypothetical payments set forth below assume the following:
• the notes have not been automatically called;
• a Strike Value for the Lesser Performing Fund of $100.00; and
• a Participation Rate of 150.00%.
The hypothetical Strike Value of the Lesser Performing Fund of $100.00 has been chosen for illustrative purposes only and does not
represent the actual Strike Value of either Fund. The actual Strike Value of each Fund has been determined by reference to certain
intraday prices of that Fund on the Strike Date and is specified under "Key Terms - Strike Value" in this pricing supplement. For
historical data regarding the actual closing prices of one share of each Fund, please see the historical information set forth under "The
Funds" in this pricing supplement.
Each hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the actual 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
Fund
Lesser Performing Fund
Return
Additional Amount
Payment at Maturity
$165.00
65.00%
$975.00
$1,975.00
$150.00
50.00%
$750.00
$1,750.00
$140.00
40.00%
$600.00
$1,600.00
$130.00
30.00%
$450.00
$1,450.00
$120.00
20.00%
$300.00
$1,300.00
$110.00
10.00%
$150.00
$1,150.00
$105.00
5.00%
$75.00
$1,075.00
$101.00
1.00%
$15.00
$1,015.00
$100.00
0.00%
N/A
$1,000.00
$99.00
-1.00%
N/A
$990.000
$97.50
-2.50%
N/A
$975.000
$95.00
-5.00%
N/A
$950.000
$90.00
-10.00%
N/A
$900.000
$80.00
-20.00%
N/A
$900.000
$70.00
-30.00%
N/A
$900.000
$60.00
-40.00%
N/A
$900.000
$50.00
-50.00%
N/A
$900.000
$40.00
-60.00%
N/A
$900.000
$30.00
-70.00%
N/A
$900.000
$20.00
-80.00%
N/A
$900.000
$10.00
-90.00%
N/A
$900.000
$0.00
-100.00%
N/A
$900.000
PS-4 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Lesser Performing Fund Returns.
There can be no assurance that the performance of either Fund will result in a payment at maturity in excess of $900.00 per $1,000
principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Upside Scenario If Automatic Call:
If the closing price of one share of each Fund on any Review Date (other than the final Review Date) is greater than or equal to its Call
Value, the notes will be automatically called and investors will receive on the applicable Call Settlement Date the $1,000 principal
amount plus the Call Premium Amount applicable to that Review Date. No further payments will be made on the notes.
• If the closing price of one share of the lesser performing of the Funds increases 40.00% as of the first Review Date, the notes will
be automatically called and investors will receive a return equal to 6.70%, or $1,067.00 per $1,000 principal amount note.
• If the notes have not been previously automatically called and the closing price of one share of the lesser performing of the Funds
increases 65.00% as of the second Review Date, the notes will be automatically called and investors will receive a return equal to
13.40%, or $1,134.00 per $1,000 principal amount note.
Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the Final Value of each Fund is greater than its Strike Value, investors will receive
at maturity the $1,000 principal amount plus the Additional Amount, which is equal to $1,000 times the Lesser Performing Fund Return
times the Participation Rate of 150.00%.
• If the notes have not been automatically called and the closing price of one share of the Lesser Performing Fund increases
5.00%, investors will receive at maturity a return equal to 7.50%, or $1,075.00 per $1,000 principal amount note.
Par Scenario:
If the notes have not been automatically called and (i) the Final Value of one Fund is greater than its Strike Value and the Final Value of
the other Fund is equal to its Strike Value or (ii) the Final Value of each Fund is equal to its Strike Value, investors will receive at
maturity the principal amount of their notes.
Downside Scenario:
If the notes have not been automatically called and the Final Value of either Fund is less than its Strike Value, investors will lose 1% of
the principal amount of their notes for every 1% that the Final Value of the Lesser Performing Fund is less than its Strike Value,
provided that the payment at maturity will not be less than $900.00 per $1,000 principal amount note.
• For example, if the closing price of one share of the Lesser Performing Fund declines 2.50%, investors will lose 2.50% of their
principal amount and receive only $975.00 per $1,000 principal amount note at maturity.
• For example, if the closing price of one share of the Lesser Performing Fund declines 50.00%, investors will lose 10.00% of their
principal amount and receive only $900.00 per $1,000 principal amount note at maturity.
PS-5 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. 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.
Risks Relating to the Notes Generally
• IF THE NOTES HAVE NOT BEEN AUTOMATICALLY CALLED, THE NOTES MAY NOT PAY MORE THAN 90.00% OF THE
PRINCIPAL AMOUNT AT MATURITY -
If the notes have not been automatically called and the Final Value of either Fund is less than its Strike Value, you will lose 1% of
the principal amount of your notes for every 1% that the Final Value of the Lesser Performing Fund is less than its Strike Value,
provided that the payment at maturity will not be less than $900.00 per $1,000 principal amount note, subject to the credit risks of
JPMorgan Financial and JPMorgan Chase & Co. Accordingly, under these circumstances, you will lose up to 10.00% of your
principal amount at maturity and you will not be compensated for any loss in value due to inflation and other factors relating to the
value of money over time.
• 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.
• IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
APPLICABLE CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of either Fund, which may be significant. In addition, if the notes are automatically called, you will
not benefit from the feature that provides you with a positive return at maturity equal to the Lesser Performing Fund Return times
the Participation Rate if the Final Value of each Fund is greater than its Strike Value. Because this feature does not apply to the
payment upon an automatic call, the payment upon an automatic call may be significantly less than the payment at maturity for the
same level of appreciation in the Lesser Performing Fund.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND -
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by either of the Funds over the term of the notes may result in the notes not being
automatically called on a Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by
positive performance by the other Fund.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
PS-6 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notes are automatically called, the term of the notes may be reduced to as short as approximately six months. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT RECEIVE DIVIDENDS ON THE VANECK® GOLD MINERS ETF OR THE SECURITIES HELD BY THE
VANECK® GOLD MINERS ETF OR HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THE SECURITIES OR
COMMODITIES HELD BY EITHER FUND.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS -
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see "The Underlyings - Funds - Discontinuation or Modification of a Fund" in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY -
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which 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.
We and our affiliates are under no obligation to consider your interests as a holder of the notes in making any determinations in
connection with setting the Strike Values. The value of the notes may be affected by the levels of the Strike Values.
In addition, the benchmark price of the SPDR® Gold Trust's Underlying Commodity (as defined under "The Funds" below) is
administered by the London Bullion Market Association ("LBMA") or an independent service provider appointed by the LBMA, and
we are, or one of our affiliates is, a price participant that contributes to the determination of that price. Furthermore, our affiliate is
the custodian of the SPDR® Gold Trust. We and our affiliates will have no obligation to consider your interests as a holder of the
notes in taking any actions in connection with our roles as a price participant and a custodian that might affect the SPDR® Gold
Trust or the notes.
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.
PS-7 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
• 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, 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 prices of one share of the Funds. Additionally, independent pricing vendors and/or third party broker-dealers may
publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or
lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk
Factors - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the
notes will be impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Funds
• THERE ARE RISKS ASSOCIATED WITH THE VANECK® GOLD MINERS ETF -
The VanEck® Gold Miners ETF is subject to management risk, which is the risk that the investment strategies of the VanEck® Gold
Miners ETF'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 VanEck® Gold Miners ETF and,
consequently, the value of the notes.
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND'S UNDERLYING INDEX OR
UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE -
The VanEck® Gold Miners ETF does not fully replicate its Underlying Index (as defined under "The Funds" below) and may hold
securities different from those included in its Underlying Index. In addition, the performance of the VanEck® Gold Miners ETF will
reflect additional transaction costs and fees that are not included in the calculation of its Underlying Index. All of these factors may
PS-8 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
lead to a lack of correlation between the performance of the VanEck® Gold Miners ETF and its Underlying Index. In addition,
corporate actions with respect to the equity securities underlying the VanEck® Gold Miners ETF (such as mergers and spin-offs)
may impact the variance between the performances of the VanEck® Gold Miners ETF and its Underlying Index. Finally, because
the shares of the VanEck® Gold Miners ETF are traded on a securities exchange and are subject to market supply and investor
demand, the market value of one share of the VanEck® Gold Miners ETF may differ from the net asset value per share of the
VanEck® Gold Miners ETF.
In addition, the SPDR® Gold Trust does not fully replicate the performance of its Underlying Commodity due to the fees and
expenses charged by the SPDR® Gold Trust or by restrictions on access to its Underlying Commodity due to other circumstances.
The SPDR® Gold Trust does not generate any income, and as the SPDR® Gold Trust regularly sells its Underlying Commodity to
pay for ongoing expenses, the amount of its Underlying Commodity represented by each share gradually declines over time. The
SPDR® Gold Trust sells its Underlying Commodity to pay expenses on an ongoing basis irrespective of whether the trading price of
the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by the SPDR® Gold Trust of its
Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could adversely affect the value of the
notes. Additionally, there is a risk that part or all of the SPDR® Gold Trust's holdings in its Underlying Commodity could be lost,
damaged or stolen. Access to the SPDR® Gold Trust's Underlying Commodity could also be restricted by natural events (such as
an earthquake) or human actions (such as a terrorist attack). All of these factors may lead to a lack of correlation between the
performance of the SPDR® Gold Trust and its Underlying Commodity. In addition, because the shares of the SPDR® Gold Trust
are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of the
SPDR® Gold Trust may differ from the net asset value per share of the SPDR® Gold Trust.
During periods of market volatility, securities underlying the VanEck® Gold Miners ETF or the Underlying Commodity of the SPDR®
Gold Trust may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset
value per share of a Fund and the liquidity of a Fund may be adversely affected. This kind of market volatility may also disrupt the
ability of market participants to create and redeem shares of a Fund. Further, market volatility may adversely affect, sometimes
materially, the prices at which market participants are willing to buy and sell shares of a Fund. As a result, under these
circumstances, the market value of shares of a Fund may vary substantially from the net asset value per share of that Fund. For
all of the foregoing reasons, the performance of each Fund may not correlate with the performance of its Underlying Index or
Underlying Commodity, as applicable, as well as the net asset value per share of that Fund, which could materially and adversely
affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE VANECK® GOLD
MINERS ETF -
All or substantially all of the equity securities held by the VanEck® Gold Miners ETF are issued by companies whose primary line of
business is directly associated with the gold and/or silver mining industries. As a result, the value of the notes may be subject to
greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting these industries
than a different investment linked to securities of a more broadly diversified group of issuers. Investments related to gold and silver
are considered speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the
financial condition of gold and silver mining companies. Also, gold and silver mining companies are highly dependent on the price
of gold and silver bullion, respectively, but may also be adversely affected by a variety of worldwide economic, financial and
political factors. The price of gold and silver may fluctuate substantially over short periods of time, so the VanEck® Gold Miners
ETF's share price may be more volatile than other types of investments. Fluctuation in the prices of gold and silver may be due to
a number of factors, including changes in inflation, changes in currency exchange rates and changes in industrial and commercial
demand for metals (including fabricator demand). Additionally, increased environmental or labor costs may depress the value of
metal investments. These factors could affect the gold and silver mining industries and could affect the value of the equity
securities held by the VanEck® Gold Miners ETF and the price of the VanEck® Gold Miners ETF during the term of the notes, which
may adversely affect the value of your notes.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF -
Some of the equity securities held by the VanEck® Gold Miners ETF 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, 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.
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Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF -
Because the prices of the non-U.S. equity securities held by the VanEck® Gold Miners ETF are converted into U.S. dollars for
purposes of calculating the net asset value of the VanEck® Gold Miners ETF, holders of the notes will be exposed to currency
exchange rate risk with respect to each of the currencies in which the non-U.S. equity securities held by the VanEck® Gold Miners
ETF 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 VanEck® Gold Miners ETF 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 VanEck® Gold
Miners ETF will be adversely affected and any payment on the notes may be reduced.
• THE VANECK® GOLD MINERS ETF HAS RECENTLY TRANSITIONED TO TRACKING A NEW UNDERLYING INDEX, WHICH
DIFFERS FROM THE PRIOR UNDERLYING INDEX IN IMPORTANT WAYS -
Prior to September 19, 2025, the VanEck® Gold Miners ETF sought to replicate as closely as possible, before fees and expenses,
the price and yield performance of the NYSE Arca Gold Miners Index. After market close on September 19, 2025, the VanEck®
Gold Miners ETF's benchmark index became the MarketVector Global Gold Miners Index. The MarketVector Global Gold Miners
Index differs from the NYSE Arca Gold Miners Index in important ways, including use of different market capitalization criteria for
inclusion in the index and different weighting schemes, and the composition of the VanEck® Gold Miners ETF has changed as a
result of this transition.
When evaluating the historical performance of the VanEck® Gold Miners ETF, you should bear in mind that the index tracked by
the VanEck® Gold Miners ETF during the historical period shown in this pricing supplement before market close on September 19,
2025 is different from the index that the VanEck® Gold Miners ETF tracks currently. The historical performance of the VanEck®
Gold Miners ETF might have been meaningfully different (positive or negative) had the VanEck® Gold Miners ETF tracked the
MarketVector Global Gold Miners Index before market close on September 19, 2025.
We cannot predict what effect these changes may have on the performance of the VanEck® Gold Miners ETF. It is possible that
these changes could adversely affect the performance of the VanEck® Gold Miners ETF and, in turn, your return on the notes.
• THE SPDR® GOLD TRUST IS NOT AN INVESTMENT COMPANY OR A COMMODITY POOL AND WILL NOT BE SUBJECT
TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE
ACT, AS AMENDED -
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH GOLD WITH RESPECT TO THE SPDR® GOLD TRUST -
The investment objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the
SPDR® Gold Trust's expenses. The price of gold is primarily affected by the global demand for and supply of gold. The market for
gold bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected by
numerous factors, including macroeconomic factors, such as the structure of and confidence in the global monetary system,
expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which
the price of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial,
political, regulatory, judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry
demand as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental
agencies and multilateral institutions that hold gold. Additionally, gold prices may be affected by levels of gold production,
production costs and short-term changes in supply and demand due to trading activities in the gold market. From time to time,
above-ground inventories of gold may also influence the market. It is not possible to predict the aggregate effect of all or any
combination of these factors. The price of gold has recently been, and may continue to be, extremely volatile.
• THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE SPDR® GOLD TRUST
-
The investment objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the
expenses of SPDR® Gold Trust's operations. The price of gold is determined by the LBMA or an independent service provider
appointed by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all market-making
members of the LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself
is not a regulated entity. If the LBMA should cease operations, or if bullion trading should become subject to a value added tax or
other tax or any other form of regulation currently not in place, the role of the LBMA gold price as a global benchmark for the value
of gold may be adversely affected. The LBMA is a principals' market, which operates in a manner more closely analogous to an
over-the-counter physical commodity market than regulated futures markets, and certain features of U.S. futures contracts are not
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Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
present in the context of LBMA trading. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA
gold price, which could adversely affect the value of the notes. The LBMA, or an independent service provider appointed by the
LBMA, will have no obligation to consider your interests in calculating or revising the LBMA gold price.
• SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY -
The SPDR® Gold Trust is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity
index. The SPDR® Gold Trust's Underlying Commodity may not correlate to the price of commodities generally and may diverge
significantly from the prices of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes
linked to the prices of more commodities or a broad-based commodity index.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
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Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
The Funds
The VanEck® Gold Miners ETF is an exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to
track as closely as possible, before fees and expenses, the price and yield performance of the MarketVector Global Gold Miners Index,
which we refer to as the Underlying Index with respect to the VanEck® Gold Miners ETF. The MarketVector Global Gold Miners Index is
a float-adjusted modified market capitalization-weighted index that tracks the performance of companies involved primarily in the gold
and silver mining industry. For additional information about the VanEck® Gold Miners ETF, see "Fund Descriptions - The VanEck®
ETFs" in the accompanying underlying supplement.
The SPDR® Gold Trust is an investment trust sponsored by World Gold Trust Services, LLC. The investment objective of the SPDR®
Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the SPDR® Gold Trust's expenses. The SPDR®
Gold Trust holds gold bars. We refer to gold as the Underlying Commodity with respect to the SPDR® Gold Trust. For additional
information about the SPDR® Gold Trust, see "Fund Descriptions - The SPDR® Gold Trust" in the accompanying underlying
supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through May 8, 2026. The closing price of one share of the VanEck® Gold Miners ETF on May 14,
2026 was $93.95. The closing price of one share of the SPDR® Gold Trust on May 14, 2026 was $427.21. We obtained the closing
prices above and below from the Bloomberg Professional® service ("Bloomberg"), without independent verification. The closing prices
above and below may have been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of either Fund on any Review Date. There can be no assurance that the performance
of the Funds will result in a payment at maturity in excess of $900.00 per $1,000 principal amount note, subject to the credit risks of
JPMorgan Financial and JPMorgan Chase & Co.
PS-12 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
Tax Treatment
You should review carefully the section entitled "United States Federal Taxation," and in particular the subsection thereof entitled "-
Tax Consequences to U.S. Holders - Program Securities Treated as Debt Instruments - Program Securities Treated as Contingent
Payment Debt Instruments" in the accompanying prospectus supplement. Notwithstanding that the notes do not provide for the full
repayment of their principal amount at or prior to maturity, our special tax counsel, Davis Polk & Wardwell LLP, is of the opinion that the
notes should be treated for U.S. federal income tax purposes as "contingent payment debt instruments." Assuming this treatment is
respected, as discussed in that subsection, you generally will be required to accrue original issue discount ("OID") on your notes in
each taxable year at the "comparable yield," as determined by us, although we will not make any payment with respect to the notes
except upon an automatic call or at maturity. Upon sale or exchange (including an automatic call or at maturity), you will recognize
taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted basis in the
note, which generally will equal the cost thereof, increased by the amount of OID you have accrued in respect of the note. You
generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the
balance as capital loss. The deductibility of capital losses is subject to limitations. Special rules may apply if any payment in excess of
the principal amount of your note is treated as becoming fixed prior to maturity. You should consult your tax adviser concerning the
application of these rules. The discussions herein and in the accompanying prospectus supplement do not address the consequences
to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. Purchasers who are not initial purchasers of
notes at their issue price should consult their tax advisers with respect to the tax consequences of an investment in notes, including the
treatment of the difference, if any, between the basis in their notes and the notes' adjusted issue price.
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 in the preceding paragraphs, when read in combination with the section entitled "United States Federal Taxation" (and
in particular the subsection thereof entitled "- Tax Consequences to U.S. Holders - Program Securities Treated as Debt Instruments
- Program Securities Treated as Contingent Payment Debt Instruments") in the accompanying prospectus supplement, constitute the
full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of
notes.
PS-13 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
Comparable Yield and Projected Payment Schedule
Although it is not entirely clear how the comparable yield and projected payment schedule should be determined when a debt
instrument may be redeemed by the issuer prior to maturity, we have determined that the "comparable yield" is an annual rate of
4.14%, compounded semiannually. Based on our determination of the comparable yield, the "projected payment schedule" per $1,000
principal amount note consists of a single payment at maturity, equal to $1,063.59. Assuming a semiannual accrual period, the
following table sets out the amount of OID that will accrue with respect to a note during each calendar period, based upon our
determination of the comparable yield and projected payment schedule.
Calendar Period
Accrued OID During
Calendar Period (Per $1,000
Principal Amount Note)
Total Accrued OID from
Original Issue Date (Per
$1,000 Principal Amount
Note) as of End of Calendar
Period
May 21, 2026 through December 31, 2026………………..
$25.28
$25.28
January 1, 2027 through November 22, 2027…………….
$38.31
$63.59
The comparable yield and projected payment schedule are determined solely to calculate the amount on which you will be
taxed with respect to the notes in each year and are neither a prediction nor a guarantee of what the actual yield or timing of
the payment or payments will be. The amount you actually receive at maturity or earlier sale or exchange of your notes will
affect your income for that year, as described above under "Tax Treatment."
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring
and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes, 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
PS-14 | Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
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 Funds" in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
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.
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Auto Callable Notes Linked to the Lesser Performing of the VanEck® Gold
Miners ETF and the SPDR® Gold Trust
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 May 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 18, 2026 at 13:34 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]