rate described below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated value of the
notesdoes not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if any exists) at
any time.The internal funding rate used in the determination of the estimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates'view of the funding value of thenotes as well as the higherissuance,
operational and ongoing liability management costs of thenotes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay prove
to be incorrect, and is intended to approximatetheprevailing market replacement funding rate for thenotes. Theuse 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 Pricesof the Notes- The Estimated Value of the NotesIsDerived byReference to an InternalFunding Rate"in this
pricing supplement.
The value of the derivativeor derivatives underlying the economic terms of the notes is derived from internal pricingmodelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
various other inputs, someof whicharemarket-observable, and which can includevolatility, dividend rates, interest rates and other
factors, as well as assumptions about futuremarket events and/or environments.Accordingly, theestimated value of the notes is
determined when the termsof 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
modelsand assumptionscould provide valuations forthenotes that are greater than or less thanthe estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptions may prove to be incorrect.On
future dates, thevalue of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notes fromyou in secondarymarket transactions.
The estimated value of the notes is lower than the originalissue price of the notes becausecosts associatedwithselling, structuring
and hedging the notes are included in the original issue price of the notes.These costsinclude 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.Becausehedgingour
obligations entails riskand may be influenced bymarket forces beyond our control, thishedging may result in a profit that ismore 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 SecondaryMarket 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 impactedbymany
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 willbe partially paid back toyou inconnection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period.These costscan includeselling commissions,
projectedhedging profits, if any, and, in some circumstances, estimatedhedging costs andour internalsecondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of the notes.The lengthof any such initial period reflects the structure of the notes, whether our affiliates expect toearn a
profit inconnection withour hedging activities, the estimatedcosts of hedging the notesand 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 areoffered 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" inthis pricing supplement for an illustration of the risk-return profile
of the notes and"The Indices"in this pricingsupplementfor a description of themarket exposure provided by the notes.