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related announcements

Finance

Financial Markets

JPMorgan Chase & Co.

08/16/2024 | Press release | Distributed by Public on 08/16/2024 14:44

Primary Offering Prospectus - Form 424B2

August 14, 2024

Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)

Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and

prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024

JPMorgan Chase Financial Company LLC

Structured Investments

$525,000

Callable Contingent Interest Notes Linked to the Least

Performing of the Dow Jones Industrial Average

, the

Russell 2000

Index and the S&P 500

Index due

February 20, 2026

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which

the closing level of each of the Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index, which we

refer to as the Indices, is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest Barrier.

●The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other than

the first, second and final Interest Payment Dates).

●The earliest date on which the notes may be redeemed earlyis November 19, 2024.

●Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest

Payment may be made with respect to some or all Review Dates.

●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive

Contingent Interest Payments.

●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 riskof JPMorgan Financial, as issuer of the notes,and the creditrisk

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

●Payments onthe notes are not linked to a basketcomposed of theIndices. Paymentson the notes are linked to the

performance of each of the Indices individually, as described below.

●Minimum denominations of$1,000 and integral multiplesthereof

●The notes priced on August 14, 2024 and are expected to settle on or about August19, 2024.

●CUSIP: 48135TBB8

Investing in thenotes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying

prospectus supplement, Annex A tothe accompanying prospectus addendum, "RiskFactors" beginning on page PS-11 of

the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-4 of this pricing

supplement.

Neitherthe Securities and ExchangeCommission (the "SEC") nor any state securities commission has approved or disapproved of

the notes orpassed upon theaccuracy or the adequacy of this pricing supplement or the accompanying product supplement,

underlying 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

$7.25

$992.75

Total

$525,000

$3,806.25

$521,193.75

(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to publicof 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 $7.25 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 $990.00 per $1,000 principal amount note. See

"The EstimatedValue of the Notes" in thispricing supplement for additional information.

The notes are not bank deposits,are not insuredby the Federal Deposit Insurance Corporationor anyothergovernmental agency

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

PS-1| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

Key Terms

Issuer:JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor:JPMorgan Chase & Co.

Indices:The DowJonesIndustrialAverage

(Bloomberg ticker:

INDU),the Russell 2000

Index (Bloomberg ticker:RTY) and

the S&P500

Index (Bloombergticker:SPX)(each an "Index"

and collectively, the "Indices")

Contingent Interest Payments:

If the notes have not been previously redeemedearly and the

closing level of eachIndex onanyReviewDate isgreaterthan

or equalto its InterestBarrier,youwillreceiveonthe applicable

Interest PaymentDate for each$1,000principal amount note a

Contingent Interest Payment equal to $8.3333(equivalent to a

Contingent InterestRate of 10.00% per annum,payableat a

rate of 0.83333% per month).

If the closinglevel of anyIndex on anyReviewDate is less than

its Interest Barrier, no Contingent Interest Paymentwill be made

with respectto thatReview Date.

Contingent Interest Rate: 10.00% per annum, payableat a

rate of 0.83333% per month

Interest Barrier/Trigger Value:Withrespect to each Index,

70.00% of its Initial Value, which is 28,005.873for theDow

JonesIndustrial Average

, 1,459.024forthe Russell 2000

Index and 3,818.647 for theS&P 500

Index

Pricing Date: August 14, 2024

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

19, 2024

Review Dates*: September 16, 2024, October 14, 2024,

November 14, 2024, December 16, 2024, January14, 2025,

February 14, 2025, March 14, 2025, April 14, 2025, May 14,

2025, June 16, 2025, July 14, 2025, August 14, 2025,

September 15, 2025, October 14, 2025, November 14, 2025,

December 15, 2025, January 14, 2026and February 17, 2026

(the "final Review Date")

Interest PaymentDates*:September 19, 2024,October17,

2024, November 19, 2024,December 19,2024,January 17,

2025, February 20, 2025, March19, 2025, April 17, 2025, May

19, 2025, June 20, 2025, July 17, 2025,August 19, 2025,

September 18, 2025, October17, 2025, November 19,2025,

December 18, 2025, January 20, 2026and the Maturity Date

Maturity Date*: February20, 2026

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

as describedunder "General Termsof Notes -Postponement of a

Determination Date -Notes Linked toMultiple Underlyings" and

"General Terms of Notes -Postponement of a Payment Date" in the

accompanying product supplement

Early Redemption:

We, at our election, may redeem the notes early, in whole but

not in part, on any of the InterestPayment Dates (other than the

first, second and final Interest Payment Dates) at a price,for

each $1,000 principal amount note, equal to (a) $1,000plus (b)

the Contingent Interest Payment, if any, applicable to the

immediatelypreceding Review Date. If we intend to redeem

your notes early, we will deliver notice to The DepositoryTrust

Company, or DTC,at least three business days before the

applicable Interest Payment Date on which the notes are

redeemed early.

Payment atMaturity:

If the notes have not been redeemed early and the Final Value

of each Index is greaterthan or equal toits Trigger Value, you

will receive a cash payment at maturity, for each $1,000

principalamount note, equalto (a) $1,000 plus(b) the

Contingent Interest Payment applicable to the final Review

Date.

If the notes have not been redeemed early and the Final Value

of any Index is less than its Trigger Value, your payment at

maturity per$1,000 principal amount note will be calculated as

follows:

$1,000 + ($1,000 × Least Performing IndexReturn)

If the notes have not been redeemed early and the Final Value

of any Index is less than its Trigger Value, you will lose more

than 30.00% of your principalamount at maturity and could lose

all of your principalamount at maturity.

Least Performing Index: The Index with the Least Performing

Index Return

Least Performing Index Return:The lowest of the Index

Returns of the Indices

Index Return:

With respect to each Index,

(Final Value- Initial Value)

Initial Value

InitialValue:With respect to each Index, the closing level of

that Index on the Pricing Date, which was 40,008.39for the

Dow Jones Industrial Average

, 2,084.320 for the Russell

2000

Indexand 5,455.21 for theS&P 500

Index

Final Value: With respectto each Index,the closinglevelof

that Index on the final ReviewDate

PS-2| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

Supplemental Terms of the Notes

Any value of any underlier, and anyvaluesderivedtherefrom, included inthis pricing supplement may be corrected, in the event of

manifest error or inconsistency,by amendment of thispricing supplement and the corresponding terms of the notes. Notwithstanding

anythingto the contraryin the indenturegoverning the notes, that amendment will become effective without consent of the holders of

the notes orany other party.

How the Notes Work

Payments in Connection with the First and Second Review Dates

First and Second Review Dates

Compare the closing level of each Index to its Interest Barrier on each Review Date.

The closing level of each Index is greater than or equal

to its Interest Barrier.

You will receive a Contingent Interest Payment on the

applicable Interest Payment Date.

Proceed to the next Review Date.

The closing level of any Index is less than its Interest

Barrier.

No Contingent Interest Payment will be made with respect to

the applicable Review Date.

Proceed to the next Review Date.

Payments in Connection with Review Dates (Other than the First, Second and Final Review Dates)

Review Dates (Other than the First, Second and Final Review Dates)

Compare the closing level of each Index to its Interest Barrier on each Review Date until the final Review Date or any early

redemption.

Early Redemption

No Early Redemption

The closing level of each

Index is greater than or

equal to its Interest

Barrier.

You will receive (a) $1,000 plus (b) a

Contingent Interest Payment on the

applicable Interest Payment Date.

No further payments will be made on the

notes.

You will receive a Contingent Interest

Payment on the applicable Interest

Payment Date.

Proceed to the next Review Date.

The closing level of any

Index is less thanits

Interest Barrier.

You will receive $1,000 on the applicable

Interest Payment Date.

No further payments will be made on the

notes.

No Contingent Interest Payment will be

made with respect to the applicable

Review Date.

Proceed to the next Review Date.

PS-3| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

Payment atMaturity If the Notes Have Not Been Redeemed Early

Review Dates

Preceding the Final

Review Date

Final Review Date

Payment at Maturity

The notes have not

been redeemed early

prior to the final Review

Date.

The Final Value of each Index is greater than

or equal to its Trigger Value.

You will receive (a) $1,000 plus (b) the

Contingent Interest Payment applicable

to the final Review Date.

Proceed to maturity

The Final Value of any Index is less than its

Trigger Value.

You will receive:

$1,000 + ($1,000 × Least Performing

Index Return)

Under these circumstances, you will

lose some or all of your principal

amount at maturity.

Total Contingent Interest Payments

The table below illustrates the hypothetical total Contingent Interest Paymentsper $1,000 principal amount note overthe term of the

notes based on the Contingent Interest Rateof 10.00% perannum, depending on how many Contingent Interest Payments are made

prior toearly redemption or maturity.

Number of Contingent

Interest Payments

Total Contingent Interest

Payments

$150.0000

$141.6667

$133.3333

$125.0000

$116.6667

$108.3333

$100.0000

$91.6667

$83.3333

$75.0000

$66.6667

$58.3333

$50.0000

$41.6667

$33.3333

$25.0000

$16.6667

$8.3333

$0.0000

Hypothetical Payout Examples

The following examples illustrate payments onthe notes linked to three hypothetical Indices, assuming a range of performances for the

hypothetical Least Performing Index on the Review Dates.

The hypothetical payments set forth below assume the following:

●the notes have not been redeemed early;

●an Initial Value for the LeastPerforming Index of 100.00;

●an Interest Barrier anda Trigger Value for the Least Performing Indexof 70.00 (equal to 70.00% of its hypothetical Initial

Value); and

●a Contingent Interest Rate of 10.00% per annum (payable at a rate of 0.83333% per month).

The hypothetical InitialValue of the LeastPerforming Indexof 100.00 hasbeen chosen for illustrative purposes only and does not

represent the actual Initial Value of any Index.

The actual InitialValue of each Index is the closing level of that Index on the Pricing Date and is specified under"Key Terms - Initial

Value" in thispricing supplement. For historical data regarding the actual closing levels of each Index, please see the historical

information set forth under "The Indices" in this pricing supplement.

PS-4| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

Each hypotheticalpayment set forth below is for illustrative purposes only and may not be the actual paymentapplicableto a purchaser

of the notes. The numbers appearing in the following examples have been rounded for easeof analysis.

Example 1 - Notes have NOT been redeemedearly and the Final Value of the Least Performing Index is greater

than or equal to its Trigger Value.

Date

Closing Level of Least

Performing Index

Payment (per $1,000 principal amount note)

First Review Date

95.00

$8.3333

Second Review Date

85.00

$8.3333

Third through

Seventeenth Review

Dates

Less than Interest Barrier

Final Review Date

90.00

$1,008.3333

Total Payment

$1,025.00 (2.50%return)

Because the notes have notbeen redeemed early and the Final Value of the LeastPerforming Index is greater than or equal to its

Trigger Value, the payment at maturity, for each$1,000 principal amount note, will be$1,008.3333 (or $1,000 plus the Contingent

Interest Payment applicable to the final Review Date). When added tothe Contingent Interest Payments received with respect to the

prior Review Dates, thetotalamount paid, for each $1,000 principal amount note, is $1,025.00.

Example 2 - Notes have NOT been redeemedearly and the Final Value of the Least Performing Index is less than

its Trigger Value.

Date

Closing Level of Least

Performing Index

Payment (per $1,000 principal amount note)

First Review Date

45.00

Second Review Date

65.00

Third through

Seventeenth Review

Dates

Less than Interest Barrier

Final Review Date

40.00

$400.00

Total Payment

$400.00 (-60.00% return)

Because the notes have notbeen redeemed early, the Final Value of the Least Performing Index isless than its Trigger Value and the

Least Performing Index Return is -60.00%, the payment at maturity will be$400.00 per $1,000 principal amount note, calculated as

follows:

$1,000 + [$1,000 × (-60.00%)] = $400.00

The hypothetical returns and hypothetical payments onthe 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 anysalein the secondary market. If these fees

and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.

Selected Risk Considerations

An investment in the notes involvessignificant risks. These risks areexplained in more detail inthe "Risk Factors" sections of the

accompanying prospectus supplement and product supplement and inAnnexA tothe accompanying prospectus addendum.

●YOUR INVESTMENT IN THENOTES MAY RESULT IN A LOSS-

The notes do not guarantee any return of principal. If the notes have not beenredeemed early andthe Final Value of any Index is

less than its Trigger Value, you will lose 1%of the principal amount of your notes for every 1% that the Final Value of the Least

Performing Index is less than its Initial Value. Accordingly, under these circumstances, you will lose more than30.00% of your

principalamount at maturity and could lose all of your principal amount at maturity.

●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL-

If the notes have not been redeemed early,we will make a Contingent InterestPayment with respect to a ReviewDate only if the

closing level of each Index on thatReview Date is greater than orequal to its Interest Barrier. If the closinglevel of any Index on

that ReviewDate is less than its Interest Barrier, no Contingent InterestPayment will be made with respect to that Review Date.

Accordingly, if theclosing level of any Index on each Review Date is less than its Interest Barrier, you will not receive any interest

payments over the term of the notes.

PS-5| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -

Investors aredependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential

changein our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determinedby the market for takingthat credit

risk, is likelyto adversely affect the value of the notes.If we and JPMorganChase& Co. wereto 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, JPMORGANFINANCIAL 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 andthe collection ofintercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &

Co., substantially all of our assets relateto obligations ofJPMorgan Chase & Co. to make payments under loansmade by us to

JPMorgan Chase & Co. or under otherintercompany agreements. Asa 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 are not expected tohave sufficient resources to meet our obligations in

respectof the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we areunableto make

payments onthe notes,you may have to seek payment under the related guarantee by JPMorgan Chase & Co., andthat

guarantee will rank pari passu with allother unsecured and unsubordinated obligations ofJPMorgan Chase & Co. For more

information, see the accompanying prospectus addendum.

●THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THESUM OF ANY CONTINGENT INTEREST PAYMENTS

THAT MAY BE PAID OVER THE TERM OF THE NOTES,

regardless of any appreciation ofany Index, which may besignificant. You will not participate in any appreciation of any Index.

●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 arepotentially adverse toyour interests as an investorin thenotes. It is possible thathedging or trading

activitiesof ours or our affiliates inconnection with the notes could resultin substantial returns for us orour affiliates while the

value of the notesdeclines. Please refer to "Risk Factors -Risks Relating to Conflicts of Interest" in the accompanying product

supplement.

●JPMORGANCHASE &CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE DOW JONESINDUSTRIAL

AVERAGE

AND THE S&P 500

INDEX,

but JPMorgan Chase & Co. will not have any obligationto consider your interests in takingany corporate actionthat might affect

the level of the Dow Jones Industrial Average

or the level of the S&P 500

Index.

●AN INVESTMENT IN THE NOTES ISSUBJECT TO RISKS ASSOCIATEDWITH SMALL CAPITALIZATION STOCKS WITH

RESPECT TO THE RUSSELL 2000

INDEX -

Small capitalization companies may beless able to withstand adverse economic, market, trade and competitive conditions relative

to largercompanies. Small capitalization companiesare less likely to paydividends on their stocks, andthe presence ofa dividend

payment could be a factor that limits downward stock price pressureunder adverse market conditions.

●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX-

Payments onthe notes are not linked to a basketcomposed of theIndices and are contingent uponthe performance ofeach

individual Index. Poor performance by any ofthe Indicesoverthe term of the notes may negatively affect whether you will receive a

Contingent Interest Payment on any InterestPayment Dateand yourpayment atmaturity and will not be offset or mitigated by

positive performance by anyotherIndex.

●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.

●THE BENEFIT PROVIDEDBY THE TRIGGERVALUE MAY TERMINATE ON THEFINAL REVIEW DATE -

If the FinalValue of any Index is less than its Trigger Value and the notes have notbeen redeemed early, the benefit provided by

the Trigger Value will terminate and you will be fully exposed to any depreciationof theLeast Performing Index.

●THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -

If we elect to redeem your notes early, the term of thenotes may bereduced to as short as approximately three months and you

will not receive any Contingent InterestPayments after the applicable Interest Payment Date. There is no guarantee that you would

be ableto reinvest the proceeds from an investment in the notes at acomparable return and/or with acomparable interest rate for

a similarlevel of risk. Even in cases where weelect to redeem your notes before maturity, you are not entitled to any feesand

commissions described on the front cover of this pricing supplement.

●YOU WILL NOT RECEIVEDIVIDENDS ON THE SECURITIESINCLUDED INANY INDEX OR HAVEANY RIGHTS WITH

RESPECT TO THOSE SECURITIES.

●THE RISK OF THE CLOSING LEVEL OFAN INDEX FALLING BELOW ITS INTEREST BARRIER OR TRIGGERVALUE IS

GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.

●LACK OF LIQUIDITY -

The notes will not be listed on any securities exchange. Accordingly, the price at whichyou maybe able totradeyournotes is likely

to depend on the price,if any, at which JPMS iswilling to buy the notes. You may not be able to sell your notes. The notesare not

designed to be short-term trading instruments.Accordingly,you should be able and willing to hold yournotes to maturity.

PS-6| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

●THE ESTIMATED VALUE OF THE NOTESIS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE

NOTES -

The estimatedvalue of the notesis onlyan estimate determined by reference to several factors. Theoriginal issue price of the

notes exceeds the estimated value ofthe notes because costs associated with selling, structuring and hedging the notes are

included in the original issue price of the notes. These costs include theselling commissions, the projected profits, if any, that our

affiliatesexpect to realize for assumingrisks inherent inhedging our obligations under the notes and the estimated cost of hedging

our obligations under thenotes. See "The Estimated Value of the Notes" inthis pricingsupplement.

●THE ESTIMATED VALUE OF THE NOTESDOESNOT REPRESENT FUTURE VALUES OF THENOTESAND MAY DIFFER

FROM OTHERS' ESTIMATES -

See "The Estimated Value of theNotes"in this pricing supplement.

●THE ESTIMATED VALUE OF THE NOTESIS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE-

The internalfunding rate used in the determinationof the estimated value ofthe notes may differ from the market-implied funding

rate for vanilla fixed income instrumentsof asimilar maturity issued by JPMorgan Chase & Co. or itsaffiliates. Any difference may

be based on,among other things, our and our affiliates' view of the funding value of the notesas well asthe higherissuance,

operational and ongoing liability management costs of the notes in comparison to those costs for theconventional fixed income

instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs andassumptions, which may

prove to be incorrect, and isintendedto approximate the prevailing market replacement funding rate for the notes. The use of an

internalfunding rate and any potential changes to that rate may have an adverse effect on theterms of the notes andany

secondary marketprices of the notes. See "The EstimatedValue 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 NOTESFOR A LIMITED TIME

PERIOD -

We generally expect that some of thecostsincluded in the original issue price of the notes will bepartially paid back to you in

connection with any repurchases of your notes by JPMS in an amount that willdecline to zeroover aninitialpredetermined period.

See "Secondary MarketPrices 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 notesas published by

JPMS(and which maybe shown on your customeraccount statements).

●SECONDARY MARKET PRICES OF THE NOTESWILL LIKELY BE LOWER THAN THE ORIGINALISSUEPRICE OF THE

NOTES -

Any secondary marketprices 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, ifany, at which JPMS will be willing to buy the

notes from you in secondary markettransactions, if at all, islikely to be lower than the original issue price. Any sale by you prior to

the MaturityDate could resultin a substantial loss to you.

●SECONDARY MARKET PRICES OF THE NOTESWILL BE IMPACTEDBY MANY ECONOMIC AND MARKET FACTORS -

The secondary marketprice of the notes during theirterm will be impacted by anumberof economic and market factors, which

may either offset or magnifyeach other, aside from theselling commissions, projected hedgingprofits, if any, estimated hedging

costs and the levels ofthe Indices. Additionally, independent pricing vendors and/orthird party broker-dealers may publish a price

for the notes, which may also be reflected on customer account statements. Thisprice maybe different (higher or lower) than the

price of the notes, if any, at which JPMS may be willing to purchase your notes in thesecondary 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 theaccompanyingproduct supplement.

The Indices

The Dow Jones Industrial Average

consists of 30 common stocks chosenas representative of the broad market of U.S. industry. For

additional information about the DowJones Industrial Average

, see "Equity IndexDescriptions -The Dow Jones Industrial Average

in the accompanying underlying supplement.

The Russell 2000

Index consists of the middle 2,000 companies included in the Russell 3000E

Index and, as a result ofthe index

calculation methodology,consists of the smallest 2,000 companies included in the Russell 3000

Index. The Russell 2000

Index is

designed to track the performance of the small capitalization segment of theU.S. equity market. For additional information about the

Russell 2000

Index, see "Equity IndexDescriptions -The Russell Indices"in the accompanyingunderlying supplement.

The S&P 500

Indexconsists of stocks of 500 companies selected to provide a performancebenchmarkfor the U.S. equity markets.

For additional information about the S&P 500

Index, see "Equity Index Descriptions -The S&P U.S. Indices"in the accompanying

underlying supplement.

Historical Information

The following graphs set forththe historical performance of each Index based on theweekly historical closing levels from January 4,

2019 through August 9, 2024. The closing level of the Dow Jones Industrial Average

on August 14, 2024 was 40,008.39. The closing

level of the Russell 2000

Indexon August 14, 2024 was 2,084.320. The closing level of the S&P 500

Indexon August 14, 2024 was

5,455.21. We obtained the closinglevels above and below from the Bloomberg Professional

service ("Bloomberg"), without

independent verification.

The historicalclosing levels of eachIndex should not be taken as anindication of future performance, and no assurance can be given

as to the closing level of anyIndex on any Review Date. There can be no assurance that the performance of the Indices will result in

the return of anyof your principal amount or the payment of any interest.

PS-7| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

Historical Performance of theDow Jones Industrial Average

Source: Bloomberg

Historical Performance of theRussell 2000

Index

Source: Bloomberg

PS-8| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

Historical Performance of theS&P 500

Index

Source: Bloomberg

Tax Treatment

You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product

supplement no. 4-I. In determining our reporting responsibilities weintend to treat (i) the notes for U.S. federal income tax purposes as

prepaidforward contracts with associated contingent coupons and (ii)any Contingent Interest Payments as ordinary income, as

describedin the sectionentitled "Material U.S. Federal Income Tax Consequences - Tax Consequences to U.S. Holders -Notes

Treated as PrepaidForward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the

advice of Davis Polk & Wardwell LLP, our special tax counsel, webelieve that this is a reasonable treatment, but that there are other

reasonable treatments thatthe IRS or a court may adopt, in which case the timing and character of any income or loss on the notes

could be materially affected.In addition, in 2007 Treasury and the IRS releaseda notice requestingcomments on the U.S. federal

incometax treatment of "prepaid forward contracts" and similar instruments.The notice focuses in particular on whether torequire

investors in these instruments to accrue income over the term of theirinvestment. It alsoasks for comments on anumber of related

topics, including the character of income or loss with respect to these instruments and therelevanceof factors suchas the nature of the

underlying property to whichthe instrumentsare linked. While the notice requests comments onappropriate transition rules and

effectivedates, any Treasury regulations orotherguidance promulgated after considerationof these issues could materially affect the

tax consequences of an investment in the notes, possibly with retroactive effect. The discussions aboveand in theaccompanying

product supplement do notaddress the consequences to taxpayers subject to special tax accountingrules under Section 451(b)of the

Code. You should consult your tax adviser regarding theU.S. federal income tax consequences of an investment in thenotes, including

possible alternative treatments and the issues presented bythe notice described above.

Non-U.S. Holders - Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Paymentsis uncertain, and

although we believe it is reasonable to take a position that Contingent Interest Payments are not subject toU.S. withholdingtax (at

least if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend

to) withhold on anyContingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specifiedby

an applicableincome tax treaty under an "other income" or similar provision. We will notbe required to pay any additional amounts with

respectto amounts withheld. In order to claim an exemption from, or a reductionin, the 30%withholding tax,a Non-U.S. Holder of the

notes must comply withcertificationrequirements to establish that it is not a U.S.person and is eligible for such an exemption or

reduction under anapplicabletax treaty. If you area Non-U.S. Holder, you should consult yourtax adviser regarding the tax treatment

of the notes, including the possibility of obtaining arefund of any withholding tax and the certification requirement described above.

PS-9| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

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. Section871(m) provides certainexceptions to this

withholding regime, including for instruments linked to certain broad-based indicesthat meet requirements set forth in the applicable

Treasury regulations. Additionally,a recent IRS noticeexcludes from the scope of Section 871(m) instruments issued prior to January

1, 2027 thatdo nothave a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal

incometax purposes (each an "Underlying Security"). Based on certain determinationsmade by us,our special taxcounselis 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 IRSmay disagree with this determination. Section 871(m) is complexand its application may depend on your particular

circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consultyourtax

adviserregarding the potentialapplication of Section 871(m) to the notes.

In the eventof anywithholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.

The Estimated Value of the Notes

The estimatedvalue of the notesset forth on the cover of thispricingsupplement 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 internalfunding

rate describedbelow, and (2) the derivative or derivatives underlying the economic terms of the notes.The estimated value of the notes

does not representa minimum price atwhich JPMS would be willing to buyyour notes in any secondary market (if any exists) at any

time. The internal funding rate used in the determinationof the estimated value of the notes may differ fromthe market-implied funding

rate for vanilla fixed income instrumentsof asimilar maturity issued by JPMorgan Chase & Co. or itsaffiliates. Any difference may be

based on, among other things,our and our affiliates' view of the funding value of the notes aswell as the higher issuance, operational

and ongoing liability management costs of the notes in comparison to those costsfor 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 isintended toapproximate the prevailing market replacement fundingratefor the notes. The use of an internal funding rateand

any potentialchanges to that rate may have an adverse effect on theterms of the notes and any secondary market prices of the notes.

For additional information, see "Selected Risk Considerations- The EstimatedValue 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 ofthe notes is derived from internal pricing modelsof our

affiliates. These modelsare dependent on inputs such as the traded market prices of comparable derivativeinstruments and onvarious

other inputs, some of which aremarket-observable, and which can includevolatility, dividend rates, interestratesand other factors, as

wellas assumptions about future market events and/or environments. Accordingly, theestimated value of the notes is determined when

the terms of the notes are set based on market conditions and other relevant factors and assumptions existingat that time.

The estimatedvalue of the notesdoes not represent future values of thenotes and may differ from others' estimates. Different pricing

modelsand assumptionscouldprovide valuations for the notes that are greater than or less than the estimated valueof the notes. In

addition, market conditions and other relevantfactors 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 marketconditions, our or

JPMorgan Chase & Co.'s creditworthiness, interest rate movements andotherrelevant factors, which mayimpact the price, if any, at

which JPMS would be willing to buy notes from you insecondary market transactions.

The estimatedvalue of the notesis lower than the original issue price of the notes because costs associatedwithselling, structuring

and hedging the notes are includedin the original issue price of the notes. These costs include the selling commissions paid to JPMS

and other affiliatedor unaffiliateddealers, the projected profits, if any, that our affiliates expect to realize for assuming risksinherent in

hedging ourobligations underthe notes and the estimated cost of hedging our obligations under the notes. Because hedging our

obligations entailsrisk and may be influenced by market forces beyond our control, thishedging may result ina profit that is more or

less than expected, or it may result in a loss.A portion of the profits, if any, realizedin hedging our obligations underthe notes may be

allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliateswill retain any remaining hedging profits. See

"Selected RiskConsiderations - The Estimated Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the

Notes" in thispricing supplement.

PS-10| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

Secondary Market Prices of the Notes

For information about factors that will impactany secondary market pricesof the notes, see "Risk Factors- RisksRelating to the

Estimated Value and Secondary Market Prices ofthe Notes- Secondary market prices of the noteswill be impacted by many

economic and market factors" in the accompanying product supplement. In addition, wegenerally 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

JPMSin an amount that will decline to zero over an initial predeterminedperiod. These costs caninclude selling commissions,

projected hedging profits, if any, and, in some circumstances, estimated hedging costsand our internal secondary market funding rates

for structured debt issuances. 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 reflectsthe structure of the notes, whether our affiliates expect to earn a

profit in connection with our hedging activities, the estimated costs of hedging the notesand whenthesecosts are incurred, as

determined by our affiliates. See "Selected Risk Considerations - The Valueof the Notes as Publishedby JPMS (and Which May Be

Reflected on Customer Account Statements) May Be Higher Than the Then-Current EstimatedValue of the Notes for aLimited Time

Period"in this pricing supplement.

Supplemental Use of Proceeds

The notes are offered to meet investor demand for productsthat reflect the risk-return profile andmarket exposure provided by the

notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricing supplement for an illustration ofthe risk-return

profile of the notes and "The Indices" in thispricing supplement for a description of the market exposure providedby the notes.

The original issueprice of the notes is equal to the estimated value of thenotesplus the selling commissionspaidto JPMS and other

affiliatedor 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 obligationsunder the notes.

Validity of the Notes and the Guarantee

In the opinion of DavisPolk &Wardwell LLP, as specialproductscounsel to JPMorgan Financial and JPMorgan Chase & Co., when the

notes offeredby this pricing supplementhave been issued byJPMorgan Financial pursuant to the indenture, thetrustee and/orpaying

agent has made, in accordance with the instructions from JPMorgan Financial,the appropriate entriesor notations in its records relating

to the master global note that represents such notes (the "master note"), and such noteshave been delivered against payment as

contemplated herein, such noteswillbe validand binding obligations of JPMorgan Financial and the related guarantee will constitute a

valid and binding obligation of JPMorgan Chase & Co., enforceable in accordancewiththeirterms, 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 ofbad 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 aboveor (ii)any provision of the indenture that purports toavoid the effect of fraudulent conveyance, fraudulent

transfer or similar provisionof applicable lawby limitingthe amount of JPMorgan Chase & Co.'s obligation under the related guarantee.

This opinion isgivenas of thedate hereof and is limited to the laws of the State of New York, theGeneral Corporation Lawofthe State

of Delaware andthe Delaware Limited Liability Company Act. In addition, thisopinion is subject to customaryassumptions about the

trustee'sauthorization, execution and deliveryof the indenture and its authenticationof the masternote and the validity, binding nature

and enforceabilityof the indenturewithrespect to the trustee, all as stated in theletter of such counsel dated February 24, 2023,which

was filed as an exhibit to the Registration Statement onForm S-3 by JPMorgan Financial and JPMorgan Chase &Co. on February 24,

2023.

Additional Terms Specific to the Notes

You should read this pricing supplement togetherwiththe accompanying prospectus,as supplementedby the accompanying

prospectus supplement relating to our Series A medium-term notes of which these notesare apart, the accompanying prospectus

addendum and the more detailed information contained in the accompanying product supplement andthe accompanying underlying

supplement. This pricing supplement, together with thedocuments listed below,contains the terms of the notesand supersedes all

other prior orcontemporaneous oral statements as well as any other written materialsincluding preliminary or indicativepricing terms,

correspondence, trade ideas, structuresfor implementation,sample structures, fact sheets,brochures or other educational materials of

ours. You should carefully consider, amongother things, the matters set forthin the "RiskFactors" sections of the accompanying

prospectus supplement and the accompanying productsupplement and in Annex A to the accompanying prospectus addendum, as the

notes involverisks not associated with conventional debt securities. We urge you to consult your investment, legal,tax, accounting and

other advisers before you invest in thenotes.

PS-11| Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

Dow Jones Industrial Average

, the Russell 2000

Index and the S&P 500

Index

You may access thesedocuments onthe SECwebsite atwww.sec.gov asfollows (orifsuchaddress has changed,by

reviewing our filings forthe relevant date on the SEC website):

●Product supplement no. 4-I dated April 13, 2023:

http://www .sec.gov /Archi ves/edga r/data /196 17/000 1213 900230295 39 /ea152 803_424 b2.pdf

●Underlying supplement no. 1-I dated April 13, 2023:

http://www .sec.gov /Archi ves/edga r/data /196 17/000 1213 900230295 43 /ea151 873_424 b2.pdf

●Prospectus supplementand prospectus,each dated April 13, 2023:

http://www .sec.gov /Archi ves/edga r/data /196 17/000 0950 103230057 51 /crt_dp 192097-424b 2.pdf

●Prospectus addendum dated June 3, 2024:

http://www .sec.gov /Archi ves/edga r/data /166 5650 /00009 5010 324007599 /dp2 11753_4 24b3.ht m

Our Central Index Key, orCIK, on the SEC website is 1665650, and JPMorgan Chase& Co.'s CIK is 19617. Asusedin this pricing

supplement, "we,""us"and "our" referto JPMorgan Financial.

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