Tax Treatment
In determining our reporting responsibilities, we intend to treat the notes for U.S. federal incometax purposes as "open transactions"
that are not debt instruments,as described in the section entitled "Material U.S. Federal Income Tax Consequences - Tax
Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the accompanying product
supplement no. 4-I. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable
treatment, but that there are other reasonable treatments that the IRS or acourt may adopt, in whichcase the timing and character of
any income or loss on thenotes could be materiallyand adversely affected.
No statutory, judicial or administrative authority directlyaddresses the characterization of the notes (or similar instruments) for U.S.
federal income tax purposes, and no rulingisbeing requested from the IRS with respect to their proper characterization andtreatment.
Assuming that "open transaction" treatment is respected, the gain or loss on your notes should be treatedas long-term capital gain or
loss if you hold your notes formore than a year, whether or not you are an initial purchaser of the notes at the issue price. However, the
IRS or acourt may not respect the treatment of the notes as"open transactions," in which case the timing and character of any income
or losson the notes couldbe materially and adverselyaffected. For instance, the notes could be treated as contingent payment debt
instruments, in which case the gain on your notes wouldbe treated asordinary income andyou would be required to accrue original
issue discount on your notes in each taxable year at the "comparable yield," asdetermined by us, although we will not make any
payment with respect to the notes until maturity.
In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid
forwardcontracts" and similar instruments. The notice focuses inparticular on whether to require investors in these instruments to
accrue income over the term of their investment. It alsoasksfor comments on a number of related topics, including thecharacter of
income or loss with respect tothese instruments; the relevance of factors such as the nature of the underlying property towhich the
instrumentsarelinked; the degree, if any, to which income (including any mandated accruals) realized bynon-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 capitalgain as ordinary income and impose anotional interest charge. While
the notice requests comments on appropriatetransition rulesand effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issuescouldmaterially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. You should review carefully the sectionentitled "Material U.S. Federal Income Tax
Consequences" in theaccompanying product supplement and consult your taxadviser regarding the U.S. federalincome tax
consequencesof an investment in the notes, including possible alternative treatments and the issuespresented by this notice.
Section871(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 equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instrumentslinked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions tothis
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 fromthe scopeof 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 dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section871(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) iscomplex 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 Section871(m) to the notes.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of this pricing supplement isequal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturityas the notes, valuedusing the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe 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 estimatedvalue of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan 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 liabilitymanagement costs of the notesin comparison tothosecosts for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsandassumptions, which mayprove to beincorrect,
and is intended to approximate theprevailing market replacement funding rate for the notes. The use of an internal funding rate and
any potential changes to that rate mayhave an adverse effect on theterms 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 toan Internal Funding Rate" in thispricing supplement.