Basedon current market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, asmorefully described in "Material U.S. Federal IncomeTax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assumingthis treatment is respected, the gain or loss on your notes should be treated aslong-term
capital gain or loss if you hold your notes for more than a year, whether or not youare an initialpurchaser of notes at the issue price.
However, the IRS or acourt may not respect thistreatment, in which case the timing and character of any income or loss on the notes
could be materially and adverselyaffected. Inaddition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal incometax treatment of "prepaid forward contracts" and similar instruments. The noticefocuses in particular on whether to
require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including thecharacter of income or loss with respect to these instruments; the relevance of factorssuch asthe natureof
the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals)
realizedbynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should be subject tothe
"constructive ownership" regime, which verygenerallycanoperate to recharacterize certain long-termcapital gain as ordinary income
and impose a notional interest charge. While the notice requestscomments onappropriate transition rules andeffective dates, any
Treasury regulationsor other guidance promulgated after consideration of these issues could materiallyand adverselyaffect the tax
consequences of an investment in the notes, possibly with retroactive effect. You should consult your taxadviser regarding the U.S.
federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issues presented by
thisnotice.
Section 871(m) of the Code and Treasury regulations promulgatedthereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instrumentslinked toU.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 theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scope of Section 871(m) instruments issued prior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made byus, our special taxcounsel 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 maydisagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter intoother transactions with respect to an Underlying Security. Youshouldconsult 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 thesum of the values of the following
hypothetical components: (1) a fixed-income debt component withthesame maturityasthe 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 estimatedvalueof the notes maydiffer from the market-impliedfunding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance,operational
and ongoing liability management costs of the notesin comparison to those costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsandassumptions, which mayprove to be incorrect,
and is intended to approximate theprevailingmarket replacement funding rate for thenotes. The use of an internal fundingrate and
any potential changes to that rate mayhave an adverse effect on the terms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations- The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricing supplement.
The value of thederivativeor derivatives underlying the economic terms of thenotes is derived from internal pricingmodelsof our
affiliates. These modelsare dependent on inputs such asthetraded market prices of comparablederivative instruments and onvarious
other inputs, some of which are market-observable, and which can includevolatility, 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 setbased onmarket conditions and other relevant factors and assumptions existing at that time.
The estimated value of the notes doesnot represent future values of thenotes andmay differ from others' estimates. Different pricing
modelsand assumptionscould 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 thenotescouldchange significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notesfromyou in secondarymarket transactions.