424B2 1 ea0243599-01_424b2.htm PRICING SUPPLEMENT

 

Pricing supplement
To prospectus dated April 13, 2023,
prospectus supplement dated April 13, 2023, product supplement no. 3-I dated April 13, 2023

and prospectus addendum dated June 3, 2024

Registration Statement Nos. 333-270004 and 333-270004-01
Dated May 23, 2025

Rule 424(b)(2)

 

JPMorgan Chase Financial Company LLC

 

 

Structured Investments

$1,100,000
Review Notes Linked to the Decline in the 10-Year Constant Maturity Treasury Rate due May 29, 2035

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

General

·The notes are designed for investors who seek early exit prior to maturity at a premium if, with respect to any Review Date, the 10-Year Constant Maturity Treasury Rate determined as described below, which we refer to as the Reference Rate, on that Review Date is at or below the Call Level. If the notes are not automatically called (which means that the Final Reference Rate is greater than the Initial Reference Rate), investors will receive only the principal amount of their notes at maturity. See “What Is the Total Return on the Notes upon an Automatic Call or at Maturity, Assuming a Range of Performances for the Reference Rate?" and “Hypothetical Examples of Amount Payable upon Automatic Call or at Maturity” for additional hypothetical payment scenarios.
·Investors in the notes should be willing to forgo interest payments, while seeking the opportunity to receive a premium payment if the notes are automatically called or full repayment of principal at maturity if the notes are not automatically called.
·The earliest date on which an automatic call may be initiated is May 26, 2026.
·The notes are linked to the decline in the Reference Rate and investors will not benefit from any increase in the Reference Rate over the term of the notes.
·The notes are not traditional fixed income securities.  Traditional fixed income securities linked to an interest rate, commonly referred to as floating rate notes, typically provide for the return of an investor’s principal amount at maturity and the payment of periodic interest that depends on the performance of the interest rate to which the securities are linked.  However, the notes offered by this pricing supplement do not pay periodic interest and whether the notes will be automatically called will depend on the performance of the Reference Rate.  If the notes are not automatically called, investors will receive only the principal amount of their notes at maturity.
·The call premium amounts are fixed amounts and will not vary based on the Reference Rate.
·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

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co
Guarantor: JPMorgan Chase & Co.
Reference Rate: 10-Year Constant Maturity Treasury Rate determined as set forth under “Supplemental Terms of the Notes” in this pricing supplement
Automatic Call: If, with respect to any Review Date, the Reference Rate on that Review Date is less than or equal to the Call Level, the notes will be automatically called for a cash payment per note that will be payable on the applicable Call Settlement Date and that will vary depending on the applicable Review Date and call premium amount.
Call Level: 100% of the Initial Reference Rate
Payment if Called: As specified under “Additional Key Terms” in this pricing supplement
Payment at Maturity:

If the notes are not automatically called (which means that the Final Reference Rate is greater than the Initial Reference Rate), you will receive only the principal amount of your notes at maturity.

If the notes are not automatically called (which means that the Final Reference Rate is greater than the Initial Reference Rate), you are entitled to repayment of principal in full at maturity, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

Initial Reference Rate: 4.51%, which was the Reference Rate on the Pricing Date  
Final Reference Rate: The Reference Rate on the final Review Date
Pricing Date: May 23, 2025
Original Issue Date: On or about May 29, 2025 (Settlement Date)
Review Dates†: May 26, 2026, August 26, 2026, November 24, 2026, February 24, 2027, May 26, 2027, August 25, 2027, November 23, 2027, February 24, 2028, May 24, 2028, August 24, 2028, November 24, 2028, February 26, 2029, May 23, 2029, August 24, 2029, November 26, 2029, February 26, 2030, May 23, 2030, August 26, 2030, November 25, 2030, February 26, 2031, May 23, 2031, August 26, 2031, November 25, 2031, February 25, 2032, May 26, 2032, August 25, 2032, November 23, 2032, February 24, 2033, May 25, 2033, August 24, 2033, November 23, 2033, February 24, 2034, May 24, 2034, August 24, 2034, November 24, 2034, February 26, 2035 and May 23, 2035 (final Review Date)
Call Settlement Dates††: May 29, 2026, August 31, 2026, November 30, 2026, March 1, 2027, June 1, 2027, August 30, 2027, November 29, 2027, February 29, 2028, May 30, 2028, August 29, 2028, November 29, 2028, March 1, 2029, May 29, 2029, August 29, 2029, November 29, 2029, March 1, 2030, May 29, 2030, August 29, 2030, November 29, 2030, March 3, 2031, May 29, 2031, August 29, 2031, December 1, 2031, March 1, 2032, June 1, 2032, August 30, 2032, November 29, 2032, March 1, 2033, May 31, 2033, August 29, 2033, November 29, 2033, March 1, 2034, May 30, 2034, August 29, 2034, November 29, 2034, March 1, 2035 and the Maturity Date
Maturity Date††: May 29, 2035
Other Key Terms: See “Additional Key Terms” in this pricing supplement.
†Subject to adjustment as described under “Supplemental Terms of the Notes” in this pricing supplement
†† Subject to postponement as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement

Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-6 of this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense.

  Price to Public (1) Fees and Commissions (2) Proceeds to Issuer
Per note $1,000 $40 $960
Total $1,100,000 $44,000 $1,056,000
(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 $40.00 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 $932.80 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.

 

 

 

Additional Terms Specific to the Notes

You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes, of which these notes are a part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

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 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029706/ea153081_424b2.pdf
·Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
·Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our” refer to JPMorgan Financial.

Additional Key Terms

Payment if Called:

For every $1,000 principal amount note, you will receive one payment of $1,000 plus a call premium amount, calculated as follows:

• 8.00% × $1,000 if automatically called on the first Review Date

• 10.00% × $1,000 if automatically called on the second Review Date

• 12.00% × $1,000 if automatically called on the third Review Date

• 14.00% × $1,000 if automatically called on the fourth Review Date

• 16.00% × $1,000 if automatically called on the fifth Review Date

• 18.00% × $1,000 if automatically called on the sixth Review Date

• 20.00% × $1,000 if automatically called on the seventh Review Date

• 22.00% × $1,000 if automatically called on the eighth Review Date

• 24.00% × $1,000 if automatically called on the ninth Review Date

• 26.00% × $1,000 if automatically called on the tenth Review Date

• 28.00% × $1,000 if automatically called on the eleventh Review Date

• 30.00% × $1,000 if automatically called on the twelfth Review Date

• 32.00% × $1,000 if automatically called on the thirteenth Review Date

• 34.00% × $1,000 if automatically called on the fourteenth Review Date

• 36.00% × $1,000 if automatically called on the fifteenth Review Date

• 38.00% × $1,000 if automatically called on the sixteenth Review Date

• 40.00% × $1,000 if automatically called on the seventeenth Review Date

• 42.00% × $1,000 if automatically called on the eighteenth Review Date

• 44.00% × $1,000 if automatically called on the nineteenth Review Date

• 46.00% × $1,000 if automatically called on the twentieth Review Date

• 48.00% × $1,000 if automatically called on the twenty-first Review Date

• 50.00% × $1,000 if automatically called on the twenty-second Review Date

• 52.00% × $1,000 if automatically called on the twenty-third Review Date

• 54.00% × $1,000 if automatically called on the twenty-fourth Review Date

• 56.00% × $1,000 if automatically called on the twenty-fifth Review Date

• 58.00% × $1,000 if automatically called on the twenty-sixth Review Date

• 60.00% × $1,000 if automatically called on the twenty-seventh Review Date

• 62.00% × $1,000 if automatically called on the twenty-eighth Review Date

• 64.00% × $1,000 if automatically called on the twenty-ninth Review Date

• 66.00% × $1,000 if automatically called on the thirtieth Review Date

• 68.00% × $1,000 if automatically called on the thirty-first Review Date

• 70.00% × $1,000 if automatically called on the thirty-second Review Date

• 72.00% × $1,000 if automatically called on the thirty-third Review Date

• 74.00% × $1,000 if automatically called on the thirty-fourth Review Date

• 76.00% × $1,000 if automatically called on the thirty-fifth Review Date

• 78.00% × $1,000 if automatically called on the thirty-sixth Review Date

• 80.00% × $1,000 if automatically called on the final Review Date

CUSIP: 48135NWR3

  
JPMorgan Structured Investments —PS-1
Review Notes Linked to the Decline in the 10-Year Constant Maturity Treasury Rate 

 

 

Supplemental Terms of the Notes

Each of the Review Dates is a Determination Date for purposes of the accompanying product supplement but is not subject to postponement under “General Terms of Notes — Postponement of a Determination Date.” Instead, the determination of the Reference Rate on a Review Date is subject to adjustment as described below.

With respect to any Review Date, the Reference Rate refers to the rate published with respect to that Review Date by the Federal Reserve System Board of Governors, or its successor, on its website or in another recognized electronic source, as the yield is displayed for U.S. Treasury securities at “constant maturity” under the column for the Designated CMT Maturity, as defined below, that appears on the Bloomberg Screen H15T10Y Page (or any successor page) (the “Designated CMT Bloomberg Page”).

The following procedures will be followed if, with respect to any Review Date, the Reference Rate cannot be determined as described above:

·If the above rate is no longer displayed on the Designated CMT Bloomberg Page, or if not published by 5:00 p.m., New York City time, on that Review Date, then the Reference Rate will be the Treasury Constant Maturity rate for the Designated CMT Maturity or other U.S. Treasury rate for the Designated CMT Maturity on that Review Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Bloomberg Page and published on the website of the Federal Reserve System Board of Governors or in another recognized electronic source.
·If the information described in the first bullet point is not provided by 5:00 p.m., New York City time, on that Review Date, then the calculation agent, after consulting such sources as it deems comparable to the Designated CMT Bloomberg Page, or any such source it deems reasonable from which to estimate the relevant rate for the Treasury Constant Maturity rate for the Designated CMT Maturity, will determine the Reference Rate for that Review Date in its sole discretion.

“Designated CMT Maturity” means 10 years.

Notwithstanding the foregoing paragraphs:

(i) If the calculation agent determines in its sole discretion on or prior to the relevant Review Date that the Treasury Constant Maturity rate for the Designated CMT Maturity has been discontinued or that rate has ceased to be published permanently or indefinitely, then the calculation agent will use as the Reference Rate for that Review Date a substitute or successor rate that it has determined in its sole discretion, after consulting an investment bank of national standing in the United States (which may be an affiliate of ours) or any other source it deems reasonable, to be a commercially reasonable replacement rate; and

(ii) If the calculation agent has determined a substitute or successor rate in accordance with the foregoing, the calculation agent may determine in its sole discretion, after consulting an investment bank of national standing in the United States (which may be an affiliate of ours) or any other source it deems reasonable, the definitions of business day and Review Date and any other relevant methodology for calculating that substitute or successor rate, including any adjustment factor, spread and/or formula it determines is needed to make that substitute or successor rate comparable to the relevant rate for the Treasury Constant Maturity rate for the Designated CMT Maturity, in a manner that is consistent with industry-accepted practices for that substitute or successor rate.

JPMS, one of our affiliates, will act as the calculation agent for the notes. We may appoint a different calculation agent, including ourselves or another affiliate of ours, from time to time after the date of this pricing supplement without your consent and without notifying you. See “General Terms of Notes — Calculation Agent” in the accompanying product supplement.

Any values of the Reference Rate, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of the notes or any other party.

  
JPMorgan Structured Investments —PS-2
Review Notes Linked to the Decline in the 10-Year Constant Maturity Treasury Rate 

 

What Is the Total Return on the Notes upon an Automatic Call or at Maturity, Assuming a Range of Performances for the Reference Rate?

The following table illustrates the hypothetical simple total return (i.e., not compounded) on the notes that could be realized with respect to the first, twelfth, twenty-fourth or final Review Date, as applicable, for a range of performances for the Reference Rate as shown under the columns “Reference Rate at Review Date” and “Final Reference Rate.” The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment with respect to the applicable Review Date or at maturity per $1,000 principal amount note to $1,000. The following table assumes a hypothetical Initial Reference Rate of 4.50% and a hypothetical Call Level of 4.50% (equal to 100% of the hypothetical Initial Reference Rate. In addition, the following table reflects that the call premium amounts applicable to the first, twelfth, twenty-fourth and final Review Dates are 8.00%, 30.00%, 54.00% and 80.00%, respectively, × $1,000, regardless of any decline in the Reference Rate, which may be significant. The following table does not reflect all Review Dates. There will be only one payment on the notes whether called or at maturity. An entry of “N/A” indicates that the notes would not be called on the applicable Review Date, and no payment would be made on the applicable Call Settlement Date. Each hypothetical return set forth below is for illustrative purposes only and may not be the actual total return applicable to a purchaser of the notes. The numbers appearing in the following table have been rounded for ease of analysis.

Review Dates Prior to the Final Review Date Final Review Date
Reference
Rate at
Review Date

Reference
Rate

Increase/

Decrease at

Review Date

Total

Return at
First

Call
Settlement
Date

Total

Return at
Twelfth

Call
Settlement
Date

Total

Return at
Twenty-
Fourth

Call
Settlement
Date

 Final
Reference
Rate

Reference
Rate

Increase/

Decrease at
Final

Review Date

Total
Return

at

Maturity

8.100% 80.00% N/A N/A N/A 8.100% 80.00% 0.00%
7.650% 70.00% N/A N/A N/A 7.650% 70.00% 0.00%
7.200% 60.00% N/A N/A N/A 7.200% 60.00% 0.00%
6.750% 50.00% N/A N/A N/A 6.750% 50.00% 0.00%
6.300% 40.00% N/A N/A N/A 6.300% 40.00% 0.00%
5.850% 30.00% N/A N/A N/A 5.850% 30.00% 0.00%
5.400% 20.00% N/A N/A N/A 5.400% 20.00% 0.00%
4.950% 10.00% N/A N/A N/A 4.950% 10.00% 0.00%
4.510% 0.22% N/A N/A N/A 4.510% 0.22% 0.00%
4.500% 0.00% 8.00% 30.00% 54.00% 4.500% 0.00% 80.00%
4.490% -0.22% 8.00% 30.00% 54.00% 4.490% -0.22% 80.00%
4.275% -5.00% 8.00% 30.00% 54.00% 4.275% -5.00% 80.00%
4.050% -10.00% 8.00% 30.00% 54.00% 4.050% -10.00% 80.00%
3.600% -20.00% 8.00% 30.00% 54.00% 3.600% -20.00% 80.00%
3.150% -30.00% 8.00% 30.00% 54.00% 3.150% -30.00% 80.00%
2.700% -40.00% 8.00% 30.00% 54.00% 2.700% -40.00% 80.00%
2.250% -50.00% 8.00% 30.00% 54.00% 2.250% -50.00% 80.00%
1.800% -60.00% 8.00% 30.00% 54.00% 1.800% -60.00% 80.00%
1.350% -70.00% 8.00% 30.00% 54.00% 1.350% -70.00% 80.00%
0.900% -80.00% 8.00% 30.00% 54.00% 0.900% -80.00% 80.00%
0.450% -90.00% 8.00% 30.00% 54.00% 0.450% -90.00% 80.00%
0.000% -100.00% 8.00% 30.00% 54.00% 0.000% -100.00% 80.00%

Hypothetical Examples of Amount Payable upon Automatic Call or at Maturity

The following examples illustrate how the payment upon an automatic call or at maturity in different hypothetical scenarios is calculated.

Example 1: The Reference Rate decreases from the Initial Reference Rate of 4.50% to a Reference Rate of 3.60% on the first Review Date. Because the Reference Rate on the first Review Date of 3.60% is less than the Call Level, the notes are automatically called, and the investor receives a single payment of $1,080.00 per $1,000 principal amount note on the first Call Settlement Date. No further payments will be made on the notes.

Example 2: The Reference Rate is greater than the Initial Reference Rate on each Review Date prior to the final Review Date and decreases from the Initial Reference Rate of 4.50% to a Final Reference Rate of 1.80%. Because the Reference Rate on each of the Review Dates prior to the final Review Date is greater than the Call Level, the notes are not automatically called on those Review Dates. However, because the Final Reference Rate of 1.80% is less than the Call Level, the notes are automatically called on the final Review Date, and the investor receives a single payment at maturity of $1,800.00 per $1,000 principal amount note.

Example 3: The Reference Rate is greater than the Initial Reference Rate on each Review Date prior to the final Review Date and increases from the Initial Reference Rate of 4.50% to a Final Reference Rate of 6.30%. Because the Reference Rate on each of the Review Dates, including the final Review Date, is greater than the Call Level, the notes are not automatically called, and the investor receives a single payment at maturity of $1,000 per $1,000 principal amount note.

  
JPMorgan Structured Investments —PS-3
Review Notes Linked to the Decline in the 10-Year Constant Maturity Treasury Rate 

 

 

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 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.

  
JPMorgan Structured Investments —PS-4
Review Notes Linked to the Decline in the 10-Year Constant Maturity Treasury Rate 

 

 

Selected Purchase Considerations

·APPRECIATION POTENTIAL IF THE REFERENCE RATE DECLINES — If, with respect to any Review Date, the Reference Rate on that Review Date is less than or equal to the Call Level, your investment will yield a payment per $1,000 principal amount note of $1,000 plus the call premium amount applicable to that Review Date. The actual call premium amounts applicable to the Review Dates are provided in this pricing supplement and set forth under “Additional Key Terms — Payment if Called” above. You will not benefit from any increase in the Reference Rate over the term of the notes. Because the notes are our unsecured and unsubordinated obligations, the payment of which is fully and unconditionally guaranteed by JPMorgan Chase & Co., payment of any amount on the notes is subject to our ability to pay our obligations as they become due and JPMorgan Chase & Co.’s ability to pay its obligations as they become due.
·Potential Early Exit With Appreciation As a Result of Automatic Call Feature — While the original term of the notes is approximately ten years, the notes will be automatically called before maturity if, with respect to any Review Date, the Reference Rate on that Review Date is at or below the Call Level, and you will be entitled to the applicable payment corresponding to the relevant Review Date as set forth under “Additional Key Terms — Payment if Called” above. 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 ARE NOT TRADITIONAL FIXED INCOME SECURITIES — Traditional fixed income securities linked to an interest rate, commonly referred to as floating rate notes, typically provide for the return of an investor’s principal amount at maturity and the payment of periodic interest that depends on the performance of the interest rate to which the securities are linked. However, the notes offered by this pricing supplement do not pay periodic interest and whether the notes will be automatically called will depend on the performance of the Reference Rate. If the notes are not automatically called, investors will receive only the principal amount of their notes at maturity.
·RETURN DEPENDENT ON THE 10-YEAR CONSTANT MATURITY TREASURY RATE — The Reference Rate refers to the rate published by the Federal Reserve System Board of Governors, or its successor, as the yield for U.S. Treasury securities with a “constant maturity” of 10 years. The Reference Rate is one of the market accepted indicators of longer-term interest rates. For more information about the Reference Rate, see “Supplemental Terms of the Notes” in this pricing supplement. The return on the notes is dependent on the Reference Rate as described under “Key Terms” in this pricing supplement. The call premium amounts are fixed amounts and will not vary based on the Reference Rate.

·          TREATMENT AS CONTINGENT PAYMENT DEBT INSTRUMENTS — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences,” and in particular the subsection thereof entitled “—Tax Consequences to U.S. Holders — Notes with a Term of More than One Year — Notes Treated as Contingent Payment Debt Instruments,” in the accompanying product supplement no. 3-I. Unlike a traditional debt instrument that provides for periodic payments of interest at a single fixed rate, with respect to which a cash-method investor generally recognizes income only upon receipt of stated interest, our special tax counsel, Davis Polk & Wardwell LLP, is of the opinion that the notes will be treated for U.S. federal income tax purposes as “contingent payment debt instruments.” 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 product 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.

The discussions in the preceding paragraphs, when read in combination with the section entitled “Material U.S. Federal Income Tax Consequences” (and in particular the subsection thereof entitled “— Tax Consequences to U.S. Holders — Notes with a Term of More than One Year — Notes Treated as Contingent Payment Debt Instruments”) in the accompanying product supplement, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of the notes.

·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,” based upon the term to maturity of the notes assuming no early redemption occurs and a variety of other factors, including actual market conditions and our borrowing costs for debt instruments of comparable maturities at the time of issuance, is an annual rate of 5.70%, 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 $1,578.51. 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.

  
JPMorgan Structured Investments —PS-5
Review Notes Linked to the Decline in the 10-Year Constant Maturity Treasury Rate 

 

 

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 29, 2025 through December 31, 2025 $33.04 $33.04
January 1, 2026 through December 31, 2026 $59.03 $92.07
January 1, 2027 through December 31, 2027 $58.28 $150.35
January 1, 2028 through December 31, 2028 $58.02 $208.37
January 1, 2029 through December 31, 2029 $57.92 $266.28
January 1, 2030 through December 31, 2030 $57.84 $324.12
January 1, 2031 through December 31, 2031 $57.76 $381.88
January 1, 2032 through December 31, 2032 $57.62 $439.50
January 1, 2033 through December 31, 2033 $57.53 $497.03
January 1, 2034 through December 31, 2034 $57.31 $554.34
January 1, 2035 through May 29, 2035 $24.17 $578.51

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 “Treatment as Contingent Payment Debt Instruments.”

Selected Risk Considerations

An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.

Risks Relating to the Notes Generally

·THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT AT MATURITY — You may receive a lower payment at maturity than you would have received if you had invested directly in any other securities or exchange-traded or over-the-counter instruments based on, or other instruments linked to, the decline in the Reference Rate. If the notes have not been automatically called (which means that the Final Reference Rate is greater than the Initial Reference Rate), you will receive only the principal amount of your notes 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.
·YOUR RETURN ON THE NOTES IS LINKED TO THE DECLINE IN THE REFERENCE RATE, WHICH MAY INCREASE SIGNIFICANTLY DURING THE TERM OF THE NOTES — The notes are linked to the decline in the Reference Rate and you will not benefit from any increase in the Reference Rate over the term of the notes. The Reference Rate may increase significantly during the term of the notes, as a result of the factors described under “— Risks Relating to the Reference Rate — The Reference Rate Will Be Affected by a Number of Factors and May Be Volatile” below. You should not invest in the notes if you do not understand the Reference Rate or longer-term interest rates in the United States.
·CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. — The notes are subject to our and JPMorgan Chase & Co.’s credit risks, and our and JPMorgan Chase & Co.’s credit ratings and credit spreads may adversely affect the market value of the notes.  Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of the notes.  If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
·AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS — As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co. we

  
JPMorgan Structured Investments —PS-6
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are not expected to have sufficient resources to meet our obligations in respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more information, see the accompanying prospectus addendum.

·LIMITED RETURN ON THE NOTES — Your potential gain on the notes will be limited to the call premium amounts applicable to the Review Dates, as set forth under “Additional Key Terms — Payment if Called” in this pricing supplement, regardless of any decline in the Reference Rate, which may be significant. Because the Reference Rate at various times during the term of the notes could be lower than on the Review Dates, you may receive a lower payment if automatically called or at maturity, as the case may be, than you would have if you had invested directly in any other securities or exchange-traded or over-the-counter instruments based on, or other instruments linked to, the decline in the Reference Rate.
·REINVESTMENT RISK — If your notes are automatically called early, the term of the notes may be reduced to as short as approximately one year. 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 in the event the notes are automatically called prior to the Maturity Date.
·THE NOTES ARE NOT TRADITIONAL FIXED INCOME SECURITIES — Traditional fixed income securities linked to an interest rate, commonly referred to as floating rate notes, typically provide for the return of an investor’s principal amount at maturity and the payment of periodic interest that depends on the performance of the interest rate to which the securities are linked. However, the notes offered by this pricing supplement do not pay periodic interest and whether the notes will be automatically called will depend on the performance of the Reference Rate. If the notes are not automatically called, investors will receive only the principal amount of their notes at maturity.
·NO INTEREST PAYMENTS — As a holder of the notes, you will not receive any interest payments.
·LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, 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.

Risks Relating to Conflicts of Interest

·POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as the estimated value of the notes.  For example, if on any Review Date, the Treasury Constant Maturity rate for the Designated CMT Maturity is no longer displayed on the Designated CMT Bloomberg Page, or if not published by 5:00 p.m., New York City time, on that Review Date and that rate or a rate that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Bloomberg Page is not published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury, the calculation agent will determine the Reference Rate for that Review Date in its sole discretion, after consulting such sources as it deems comparable to the Designated CMT Bloomberg Page, or any such other source it deems reasonable from which to estimate the relevant rate for the Treasury Constant Maturity rate for the Designated CMT Maturity.  In performing these duties, our and JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our and JPMorgan Chase & Co.’s business activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of 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 for additional information about these risks.

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 and the estimated cost of hedging our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.
·THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — The estimated value of the notes is determined by reference to internal pricing models of our affiliates when the terms of the notes are set. This estimated value of the notes is based on market conditions and other relevant factors existing at that time and assumptions about market parameters, which can include volatility, interest rates and other factors. 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

  
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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. 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. These costs can include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt issuances. See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).
·SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you. See the immediately following risk consideration for information about additional factors that will impact any secondary market prices of the 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. See “— Risks Relating to the Notes Generally — Lack of Liquidity” above.

·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 level of the Reference Rate, including:
·any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;
·customary bid-ask spreads for similarly sized trades;
·our internal secondary market funding rates for structured debt issuances;
·the actual and expected volatility of the Reference Rate;
·the time to maturity of the notes;
·the likelihood of an automatic call being triggered;
·whether the Reference Rate has been, or is expected to be, greater than the Initial Reference Rate on any Review Date;
·interest and yield rates in the market generally;
·the factors affecting the Reference Rate discussed under “— Risks Relating to the Reference Rate — The Reference Rate Will Be Affected by a Number of Factors and May be Volatile,” and
·a variety of other economic, financial, political, regulatory and judicial events.

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.

Risks Relating to the Reference Rate

·THE REFERENCE RATE WILL BE AFFECTED BY A NUMBER OF FACTORS AND MAY BE VOLATILE — The Reference Rate will depend on a number of factors, including, but not limited to:
·supply and demand of U.S. Treasury notes with approximately 10 years remaining to maturity;
·sentiment regarding underlying strength in the U.S. and global economies;
·sentiment regarding credit quality in U.S. and global credit markets;
·central bank policy regarding interest rates;
·inflations and expectations concerning inflation;
·performance of capital markets; and

  
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·any statements from public government officials regarding the cessation of the 10-Year Constant Maturity Treasury Rate.

These and other factors may have a positive effect on the performance of the Reference Rate and a negative effect on the value of the notes in the secondary market.

·THE REFERENCE RATE AND THE MANNER IN WHICH IT IS CALCULATED MAY CHANGE IN THE FUTURE — There can be no assurance that the method by which the Reference Rate is calculated will continue in its current form. Any changes in the method of calculation could increase the Reference Rate.
·THE REFERENCE RATE MAY BE DETERMINED BY THE CALCULATION AGENT IN ITS SOLE DISCRETION OR, IF IT IS DISCONTINUED OR CEASED TO BE PUBLISHED PERMANENTLY OR INDEFINITELY, REPLACED BY A SUCCESSOR OR SUBSTITUTE RATE — If on any Review Date, the Treasury Constant Maturity rate for the Designated CMT Maturity is no longer displayed on the Designated CMT Bloomberg Page, or if not published by 5:00 p.m., New York City time, on that Review Date, and that rate or a rate that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Bloomberg Page is not published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury, then the calculation agent, after consulting such sources as it deems comparable to the Designated CMT Bloomberg Page, or any such source it deems reasonable from which to estimate the relevant rate for the Treasury Constant Maturity rate for the Designated CMT Maturity, will determine the Reference Rate for that Review Date in its sole discretion. Notwithstanding the foregoing, if the calculation agent determines in its sole discretion on or prior to the relevant Review Date that the Treasury Constant Maturity rate for the Designated CMT Maturity has been discontinued or that rate has ceased to be published permanently or indefinitely, then the calculation agent will use as the Reference Rate for that Review Date a substitute or successor rate that it has determined in its sole discretion, after consulting an investment bank of national standing in the United States (which may be an affiliate of ours) or any other source it deems reasonable, to be a commercially reasonable replacement rate. If the calculation agent has determined a substitute or successor rate in accordance with the foregoing, the calculation agent may determine in its sole discretion, after consulting an investment bank of national standing in the United States (which may be an affiliate of ours) or any other source it deems reasonable, the definitions of business day and Review Date and any other relevant methodology for calculating that substitute or successor rate, including any adjustment factor, spread and/or formula it determines is needed to make that substitute or successor rate comparable to the relevant rate for the Treasury Constant Maturity rate for the Designated CMT Maturity, in a manner that is consistent with industry-accepted practices for that substitute or successor rate.

Any of the foregoing determinations or actions by the calculation agent could affect the level of the Reference Rate used on a Review Date, which could adversely affect the return on and the market value of the notes.

  
JPMorgan Structured Investments —PS-9
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Historical Information

The following graph sets forth the historical weekly performance of the Reference Rate from January 3, 2020 through May 16, 2025. The Reference Rate on May 23, 2025 was 4.51%. We obtained the levels of the Reference Rate above and below from Bloomberg Professional® service (“Bloomberg”), without independent verification.

The historical levels of the Reference Rate should not be taken as an indication of future performance, and no assurance can be given as to the level of the Reference Rate on any Review Date. There can be no assurance that the performance of the Reference Rate will result in a positive return on your investment in the notes, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

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, 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. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates” in this pricing supplement.

The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — 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.

  
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Secondary Market Prices of the Notes

For information about factors that will impact any secondary market prices of the notes, see “Selected Risk Considerations — 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 this pricing 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 that 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.”

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 “What Is the Total Return on the Notes upon an Automatic Call or at Maturity, Assuming a Range of Performances for the Reference Rate?” and “Hypothetical Examples of Amount Payable upon an Automatic Call or at Maturity” in this pricing supplement for an illustration of the risk-return profile of the notes and “Selected Purchase Considerations — Return Dependent on the 10-Year Constant Maturity Treasury Rate” in this pricing supplement for a description of the market exposure provided by the notes.

The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.

Validity of the Notes and the Guarantee

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2023, which was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2023.

  
JPMorgan Structured Investments —PS-11
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