JPMorgan Chase Financial Company LLC 发行 O’Reilly Automotive 股票挂钩票据

September 30, 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 and the prospectus and prospectus supplement, each dated April 17, 2026

JPMorgan Chase Financial Company LLC

Structured Investments

$500,000

Capped Buffered Return Enhanced Notes Linked to the

Common Stock of O’Reilly Automotive, Inc. due April 3, 2029

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

• The notes are designed for investors who seek a return of 1.50 times any appreciation of the Reference Stock, up to a

maximum return of 37.15%, at maturity.

• Investors should be willing to forgo interest and dividend payments and be willing to lose up to 80.00% of their principal

amount at maturity.

• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to

as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any

payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit

risk of JPMorgan Chase & Co., as guarantor of the notes.

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

• The notes priced on September 30, 2026 (the “Pricing Date”) and are expected to settle on or about October 5, 2026.

The Strike Value has been determined by reference to the closing price of one share of the Reference Stock on

September 29, 2026 and not by reference to the closing price of one share of the Reference Stock on the Pricing

Date.

• CUSIP: 46661PF69

Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying

prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and

“Selected Risk Considerations” beginning on page PS-4 of this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved

of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,

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

$23.50

$976.50

Total

$500,000

$11,750

$488,250

(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 $23.50 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 $968.30 per $1,000 principal amount note.

See “The Estimated Value of the Notes” in this pricing supplement for additional information.

The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency

and are not obligations of, or guaranteed by, a bank.

PS-1 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Reference Stock: The common stock of O’Reilly Automotive,

Inc., par value $0.01 per share (Bloomberg ticker: ORLY). We

refer to O’Reilly Automative, Inc. as “O’Reilly Automotive.”

Maximum Return: 37.15% (corresponding to a maximum

payment at maturity of $1,371.50 per $1,000 principal amount

note)

Upside Leverage Factor: 1.50

Buffer Amount: 20.00%

Strike Date: September 29, 2026

Pricing Date: September 30, 2026

Original Issue Date (Settlement Date): On or about October

5, 2026

Observation Date*: March 29, 2029

Maturity Date*: April 3, 2029

* Subject to postponement in the event of a market disruption event

and as described under “General Terms of Notes — Postponement

of a Determination Date — Notes Linked to a Single Underlying —

Notes Linked to a Single Underlying (Other Than a Commodity

Index)” and “General Terms of Notes — Postponement of a

Payment Date” in the accompanying product supplement or early

acceleration in the event of 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

Payment at Maturity:

If the Final Value is greater than the Strike Value, your

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

calculated as follows:

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

subject to the Maximum Return

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

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

principal amount of your notes at maturity.

If the Final Value is less than the Strike 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 × (Stock Return + Buffer Amount)]

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

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

amount at maturity.

Stock Return:

(Final Value – Strike Value)

Strike Value

Strike Value: The closing price of one share of the Reference

Stock on the Strike Date, which was $86.07. The Strike Value

is not the closing price of one share of the Reference

Stock on the Pricing Date.

Final Value: The closing price of one share of the Reference

Stock on the Observation Date

Stock Adjustment Factor: The Stock Adjustment Factor is

referenced in determining the closing price of one share of the

Reference Stock and is set equal to 1.0 on the Strike Date.

The Stock Adjustment Factor is subject to adjustment upon the

occurrence of certain corporate events affecting the Reference

Stock. See “The Underlyings — Reference Stocks — Anti-

Dilution Adjustments” and “The Underlyings — Reference

Stocks — Reorganization Events” in the accompanying

product supplement for further information.

PS-2 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

Hypothetical Payout Profile

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

Reference Stock. 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:

• a Strike Value of $100.00;

• a Maximum Return of 37.15%;

• an Upside Leverage Factor of 1.50; and

• a Buffer Amount of 20.00%.

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

The actual Strike Value is the closing price of one share of the Reference Stock 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 the Reference Stock,

please see the historical information set forth under “The Reference Stock” 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

Stock Return

Total Return on the Notes

Payment at Maturity

$180.00000

80.00000%

37.15%

$1,371.50

$165.00000

65.00000%

37.15%

$1,371.50

$150.00000

50.00000%

37.15%

$1,371.50

$140.00000

40.00000%

37.15%

$1,371.50

$130.00000

30.00000%

37.15%

$1,371.50

$124.76667

24.76667%

37.15%

$1,371.50

$120.00000

20.00000%

30.00%

$1,300.00

$110.00000

10.00000%

15.00%

$1,150.00

$105.00000

5.00000%

7.50%

$1,075.00

$101.00000

1.00000%

1.50%

$1,015.00

$100.00000

0.00000%

0.00%

$1,000.00

$95.00000

-5.00000%

0.00%

$1,000.00

$90.00000

-10.00000%

0.00%

$1,000.00

$80.00000

-20.00000%

0.00%

$1,000.00

$70.00000

-30.00000%

-10.00%

$900.00

$60.00000

-40.00000%

-20.00%

$800.00

$50.00000

-50.00000%

-30.00%

$700.00

$40.00000

-60.00000%

-40.00%

$600.00

$30.00000

-70.00000%

-50.00%

$500.00

$20.00000

-80.00000%

-60.00%

$400.00

$10.00000

-90.00000%

-70.00%

$300.00

$0.00000

-100.00000%

-80.00%

$200.00

PS-3 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Stock Returns. There can be no

assurance that the performance of the Reference Stock will result in the return of any of your principal amount in excess of $200.00 per

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

How the Notes Work

Upside Scenario:

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

the Stock Return times the Upside Leverage Factor of 1.50, up to the Maximum Return of 37.15%. An investor will realize the

maximum payment at maturity at a Final Value of approximately 124.76667% or more of the Strike Value.

• If the closing price of one share of the Reference Stock increases 5.00%, investors will receive at maturity a return equal to 7.50%,

or $1,075.00 per $1,000 principal amount note.

• If the closing price of one share of the Reference Stock increases 65.00%, investors will receive at maturity a return equal to the

37.15% Maximum Return, or $1,371.50 per $1,000 principal amount note, which is the maximum payment at maturity.

Par Scenario:

If the Final Value is equal to the Strike Value or is less than the Strike Value by up to the Buffer Amount of 20.00%, investors will

receive at maturity the principal amount of their notes.

Downside Scenario:

If the Final Value is less than the Strike Value by more than the Buffer Amount of 20.00%, investors will lose 1% of the principal amount

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

• For example, if the closing price of one share of the Reference Stock declines 60.00%, investors will lose 40.00% of their principal

amount and receive only $600.00 per $1,000 principal amount note at maturity, calculated as follows:

$1,000 + [$1,000 × (-60.00% + 20.00%)] = $600.00

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-4 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

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 is less than the Strike Value by more than 20.00%, you will

lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Strike Value by more than 20.00%.

Accordingly, under these circumstances, you will lose up to 80.00% of your principal amount at maturity.

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

regardless of any appreciation of the Reference Stock, which may be significant.

• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —

Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or 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.

• THE NOTES DO NOT PAY INTEREST.

• YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE

REFERENCE STOCK.

• 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 Reference Stock is no longer listed or admitted to

trading on its relevant exchange and the calculation agent determines, in its sole discretion, that no Replacement Reference Stock

(as defined in the accompanying product supplement) 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 —

Reference Stocks — Delisting of a Reference Stock or Nationalization of a Reference Stock Issuer” 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.

PS-5 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

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.

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, 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

PS-6 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

costs and the price of one share of the Reference Stock. 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 Reference Stock

• NO AFFILIATION WITH THE REFERENCE STOCK ISSUER —

We have not independently verified any of the information about the Reference Stock issuer contained in this pricing supplement.

You should undertake your own investigation into the Reference Stock and its issuer. We are not responsible for the Reference

Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.

• THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —

The calculation agent will not make an adjustment in response to all events that could affect the Reference Stock. The calculation

agent may make adjustments in response to events that are not described in the accompanying product supplement to account for

any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a

holder of the notes in making these determinations.

PS-7 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

The Reference Stock

All information contained herein on the Reference Stock and on O’Reilly Automotive is derived from publicly available sources, without

independent verification. According to its publicly available filings with the SEC, O’Reilly Automotive is a specialty retailer of automotive

aftermarket parts, tools, supplies, equipment and accessories, selling to both do-it-yourself and professional service provider

customers. The common stock of O’Reilly Automotive, par value $0.01 per share (Bloomberg ticker: ORLY), is registered under the

Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on The Nasdaq Stock Market,

which we refer to as the relevant exchange for purposes of O’Reilly Automotive in the accompanying product supplement. Information

provided to or filed with the SEC by O’Reilly Automotive pursuant to the Exchange Act can be located by reference to the SEC file

number 000-21318, and can be accessed through www.sec.gov. We do not make any representation that these publicly available

documents are accurate or complete.

Historical Information

The following graph sets forth the historical performance of the Reference Stock based on the weekly historical closing prices of one

share of the Reference Stock from January 8, 2021 through September 25, 2026. The closing price of one share of the Reference

Stock on September 29, 2026 was $86.07. 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

corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

The historical closing prices of one share of the Reference Stock should not be taken as an indication of future performance, and no

assurance can be given as to the closing price of one share of the Reference Stock on the Observation Date. There can be no

assurance that the performance of the Reference Stock will result in the return of any of your principal amount in excess of $200.00 per

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

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, 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. However, the IRS or a court may not respect this treatment, 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 in particular on

PS-8 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

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, which very generally can operate to recharacterize certain long-term capital gain as ordinary

income and impose a notional interest charge. 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 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, 2029 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.

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

PS-9 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

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 Reference Stock” 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.

Supplemental Plan of Distribution

JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of $23.50 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.

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

PS-10 | Structured Investments

Capped Buffered Return Enhanced Notes Linked to the Common Stock of

O’Reilly Automotive, Inc.

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. 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:

http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf

• Prospectus supplement and prospectus, each dated April 17, 2026:

http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing

supplement, “we,” “us” and “our” refer to JPMorgan Financial.