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Finance

Financial Markets

JPMorgan Chase & Co.

10/29/2024 | Press release | Distributed by Public on 10/29/2024 15:13

Primary Offering Prospectus - Form 424B2

October 25, 2024

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

Pricing supplement to product supplement no. 4-Idated April 13, 2023, underlying supplement no. 5-IIdated March 5, 2024, the prospectus and

prospectussupplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024

JPMorgan Chase Financial CompanyLLC

Structured Investments

$500,000

Auto CallableContingent Interest Notes Linked to the MerQube

US Large-Cap Vol Advantage Index due October 30, 2029

Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.

●The notes aredesigned for investors whoseek a Contingent Interest Payment with respect to each monthly Interest Review

Date for which the closing level of the MerQube US Large-Cap Vol Advantage Index, which we refer to as the Index, is

greater than or equal to 60.00% of the Initial Value, which we refer to as the Interest Barrier.

●If the closing level of the Index is greater than or equal to the Interest Barrier on any Interest Review Date, investors will

receive, inaddition tothe Contingent Interest Payment with respect to that Interest Review Date, any previously unpaid

Contingent Interest Payments for prior Interest Review Dates.

●The notes will be automatically calledif the closing levelof the Index on any quarterly Autocall Review Date is greater than

or equal to the Initial Value.

●The earliest dateon which anautomatic call may be initiated is October 27, 2025.

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

Payment may bemade with respect to some or all Interest 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 Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of the

futures contracts included in the Index, will heighten any depreciation of those futures contractsand will generally

be a drag on the performance of the Index. The Index will trail the performance of an identical index without a

deduction. See "Selected Risk Considerations - RisksRelating to the Notes Generally - The Level of theIndex

Will Include a 6.0% per Annum Daily Deduction" in this pricing supplement.

●The notes areunsecured andunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as

JPMorgan Financial, thepayment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any

payment on the notes issubject 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 integralmultiplesthereof

●The notes priced on October 25, 2024 and are expected to settle on or about October 30, 2024.

●CUSIP:48135U3J7

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

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

the accompanying product supplement, "Risk Factors" beginning on page US-4 of the accompanying underlying

supplement and "Selected Risk Considerations" beginning on page PS-8 of this pricing supplement.

Neither the Securities and Exchange Commission (the "SEC") nor any state securitiescommission has approved or disapproved of

the notes or passed upon the accuracy or theadequacyof this pricingsupplement or the accompanying product supplement,

underlying supplement, prospectus supplement,prospectus and prospectusaddendum. Any representation to the contrary is a

criminal offense.

Price to Public (1)

Fees and Commissions(2)

Proceeds to Issuer

Per note

$1,000

$42.50

$957.50

Total

$500,000

$21,250

$478,750

(1) See "Supplemental Use of Proceeds"in this pricing supplementfor information about the components of the price to public ofthe notes.

(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent forJPMorgan Financial, will pay allof the sellingcommissions

of $42.50 per$1,000 principal amount note it receives fromus toother affiliated or unaffiliated dealers.See "PlanofDistribution (Conflicts

of Interest)" in the accompanying productsupplement.

The estimated value of the notes, when the terms of the notes were set, was $900.30 per $1,000 principal amount note. See

"The Estimated Value of the Notes" in this pricing supplement for additional information.

Thenotesarenot bank deposits, are not insured bythe FederalDeposit Insurance Corporation or any other governmentalagency

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

PS-1| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

Key Terms

Issuer:JPMorgan Chase Financial Company LLC, adirect,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor:JPMorgan Chase & Co.

Index:The MerQube US Large-Cap Vol Advantage Index

(Bloomberg ticker: MQUSLVA). Thelevelof the Index reflects a

deduction of 6.0% per annum that accrues daily.

Contingent Interest Payments:

If the notes have not been automatically called and the closing

level of the Index on any Interest Review Date is greater than or

equal to the Interest Barrier, you will receive on the applicable

Interest Payment Date for each $1,000 principal amount note a

Contingent Interest Payment equal to $8.3333 (equivalent to a

Contingent Interest Rate of 10.00% per annum, payable at a

rate of 0.83333% per month), plus any previouslyunpaid

Contingent Interest Payments for any prior Interest Review

Dates.

If the Contingent Interest Payment isnot paid onany Interest

Payment Date, that unpaid Contingent Interest Payment will be

paid on a later Interest Payment Date if the closing levelof the

Index on the Interest Review Date related to that later Interest

Payment Date is greater thanor equal to the Interest Barrier.

You will not receive any unpaid Contingent Interest Payments if

the closing levelof the Index on each subsequent Interest

Review Date is less than the Interest Barrier.

Contingent Interest Rate:10.00% per annum, payable at a

rate of 0.83333% per month

Interest Barrier:60.00% of the Initial Value, which is2,348.052

Trigger Value: 50.00% of the Initial Value, which is 1,956.71

Pricing Date:October 25, 2024

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

30, 2024

Interest Review Dates*:As specified under "Key Terms

Relating to the Interest Review Dates, Autocall Review Dates

and Interest Payment Dates" in this pricing supplement

Autocall Review Dates*: As specified under "Key Terms

Relating to theInterest Review Dates, Autocall Review Dates

and Interest Payment Dates" in this pricingsupplement

Interest Payment Dates*:Asspecified under "KeyTerms

Relating to theInterest Review Dates, Autocall Review Dates

and Interest Payment Dates" in this pricing supplement

Maturity Date*:October 30, 2029

Call Settlement Date*:If thenotes are automatically called on

any Autocall Review Date, thefirst Interest Payment Date

immediately following that Autocall Review Date

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

as described under "Supplemental Terms of theNotes-

Postponement of a Determination Date -Notes LinkedSolely toan

Index" in theaccompanying underlying supplement and "General Terms

of Notes-Postponementof aPaymentDate"in theaccompanying

product supplement

Automatic Call:

If the closing level of the Index on any Autocall Review Date is

greater than or equal to the Initial Value, the notes willbe

automaticallycalled for a cash payment, for each $1,000

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

Contingent Interest Payment applicable to the Interest Review

Date corresponding to that Autocall Review Date plus (c) any

previouslyunpaid Contingent Interest Payments for any prior

Interest Review Dates, payable on the applicable Call

Settlement Date. No further payments willbe made on the

notes.

Payment at Maturity:

If the notes have not been automatically called and the Final

Value isgreater than or equalto the Trigger Value, you will

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

amount note, equal to (a) $1,000 plus (b) the Contingent

Interest Payment, if any, applicable to the final Review Date

plus (c) if the Contingent Interest Payment applicable to the final

Review Date is payable, any previously unpaid Contingent

Interest Payments for any prior Interest Review Dates.

If the notes have not been automatically called and the Final

Value isless than the Trigger Value, your payment at maturity

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

$1,000 + ($1,000 × Index Return)

If the notes have not been automatically called and the Final

Value isless than the Trigger Value, you will lose more than

50.00% of your principalamount at maturity and could lose all

of your principal amount at maturity.

Index Return:

(Final Value -Initial Value)

Initial Value

Initial Value:The closing level of the Index on the Pricing Date,

which was 3,913.42

Final Value:The closing level of the Index on the final Review

Date

PS-2| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

Key Terms Relating to the Interest Review Dates, Autocall Review Dates and Interest Payment Dates

Interest Review Dates*: November 25, 2024, December 26,

2024, January 27, 2025, February 25, 2025, March 25, 2025,

April 25, 2025, May 27, 2025, June 25, 2025, July 25, 2025,

August 25, 2025, September 25, 2025, October 27, 2025,

November 25, 2025, December 26, 2025, January 26, 2026,

February 25, 2026, March 25, 2026, April 27, 2026, May26,

2026, June 25, 2026, July 27, 2026, August 25, 2026,

September 25, 2026, October 26, 2026, November 25, 2026,

December 28, 2026, January 25, 2027, February 25, 2027,

March 25, 2027, April 26, 2027, May 25, 2027, June 25, 2027,

July 26, 2027, August 25, 2027, September 27, 2027, October

25, 2027, November 26, 2027, December 27, 2027, January

25, 2028, February 25, 2028, March 27, 2028, April 25, 2028,

May25, 2028, June26, 2028, July 25, 2028, August 25, 2028,

September 25, 2028, October 25, 2028, November 27, 2028,

December 26, 2028, January 25, 2029, February 26, 2029,

March 26, 2029, April 25, 2029, May 25, 2029, June 25, 2029,

July 25, 2029, August 27, 2029, September 25, 2029 and

October 25, 2029 (the "final Review Date")

Autocall Review Dates*: October 27, 2025, January 26,

2026, April 27, 2026, July 27,2026, October 26, 2026,

January25, 2027, April 26, 2027, July 26, 2027, October 25,

2027, January25, 2028, April 25, 2028, July 25, 2028,

October 25, 2028, January 25, 2029, April 25, 2029 and July

25, 2029

Interest Payment Dates*: November 29, 2024, December

31, 2024, January 30, 2025, February 28, 2025, March 28,

2025, April 30, 2025, May30, 2025,June 30, 2025, July 30,

2025, August 28, 2025, September 30, 2025, October 30,

2025, December 1, 2025, December 31, 2025, January 29,

2026, March 2, 2026, March 30, 2026, April 30, 2026, May

29, 2026, June 30, 2026, July 30, 2026, August 28, 2026,

September 30, 2026, October 29, 2026, December 1, 2026,

December 31, 2026, January 28, 2027, March 2, 2027, March

31, 2027, April29, 2027, May 28, 2027, June 30, 2027, July

29, 2027, August 30, 2027, September 30, 2027, October 28,

2027, December 1, 2027, December 30, 2027, January 28,

2028, March 1, 2028, March 30, 2028, April 28, 2028, May

31, 2028, June 29, 2028, July 28, 2028, August 30, 2028,

September 28, 2028, October 30, 2028, November 30, 2028,

December 29, 2028, January 30, 2029, March 1, 2029, March

29, 2029, April30, 2029, May 31, 2029, June 28, 2029, July

30, 2029, August 30, 2029, September 28, 2029 and the

Maturity Date

* Subject to postponement in theevent of a market disruption event

and as described under "Supplemental Termsofthe Notes-

Postponement of a Determination Date -Notes LinkedSolely toan

Index"in the accompanying underlyingsupplement and"General

Terms of Notes-Postponementof a Payment Date"in the

accompanying product supplement

PS-3| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

The MerQube US Large-Cap Vol Advantage Index

The MerQube US Large-Cap Vol Advantage Index (the "Index") was developed by MerQube (the "Index Sponsor" and "Index

Calculation Agent"),in coordination with JPMS, and is maintained by theIndex Sponsor and is calculated and publishedby the Index

Calculation Agent. The Index was establishedon February 11, 2022. An affiliate of ourscurrently has a10%equityinterest in the

Index Sponsor, witha right toappoint an employee of JPMS, another of our affiliates, as a member of the board ofdirectors of the

Index Sponsor.

The Index attempts to providea dynamic rules-based exposure to an unfunded rolling position in E-mini® S&P 500® futures (the

"Futures Contracts"), which reference the S&P 500® Index, while targeting a level of implied volatility, witha maximum exposure to the

Futures Contracts of 500% and a minimum exposureto theFutures Contracts of 0%.The Index is subject to a6.0%per annum daily

deduction. The S&P 500®Index consists of stocksof 500 companies selected to provide a performance benchmark for the U.S. equity

markets. For more information about the Futures Contracts and the S&P 500®Index, see "Background on E-mini® S&P 500®Futures"

and "Background on the S&P 500®Index," respectively, in the accompanying underlyingsupplement.

On each weekly Index rebalance day, the exposure to theFutures Contracts is set equal to (a) the 35%implied volatilitytarget (the

"target volatility") dividedby (b) the one-week impliedvolatility of the SPDR®S&P 500®ETF Trust (the "SPY Fund"), subject to a

maximum exposure of 500%. For example, if the implied volatilityof the SPY Fund is equal to 17.5%, the exposure to the Futures

Contracts will equal 200% (or35% / 17.5%) and if theimplied volatility of the SPY Fund isequal to 40%, theexposure tothe Futures

Contracts will equal 87.5% (or 35% / 40%).The Index's exposure to the Futures Contractswill be greater than 100% when the implied

volatilityof the SPY Fund is below 35%, and the Index'sexposure to the Futures Contractswill be less than 100% when the implied

volatilityof the SPY Fund is above 35%. In general, the Index's target volatility feature is expected to result in the volatility of the Index

being more stable overtime than if no target volatility featurewere employed. No assurance can beprovided that the volatility of the

Index will bestable at any time.

The investment objective of the SPY Fund is to provideinvestment results that, before expenses, correspond generally to theprice and

yield performance of the S&P500®Index. For more informationabout the SPY Fund, see"Background on the SPDR® S&P 500® ETF

Trust" in the accompanying underlying supplement. The Index uses the impliedvolatilityof the SPY Fundas a proxyfor the volatility of

the Futures Contracts.

The 6.0% per annum daily deduction will offset any appreciation of the Futures Contracts, will heighten anydepreciation ofthe Futures

Contracts and will generally be a drag onthe performance of the Index. The Index willtrail the performance of an identical index

without a deduction.

Holding the estimated value of the notes and market conditions constant, the Contingent Interest Rate, the Interest Barrier, the Trigger

Value and the other economicterms available on thenotes are more favorable to investors than the terms that would be available on a

hypothetical note issued byus linkedto an identical index without a daily deduction. However, there can be no assurancethat any

improvement inthe terms of the notes derived fromthedailydeduction will offset the negative effect of the daily deduction on the

performance of the Index. The return onthe notes maybe lower than the return on a hypothetical note issued by us linked to an

identical index without a daily deduction.

The daily deduction and the volatility of the Index (as influenced by the Index's target volatility feature) are two of the primary variables

that affect the economic terms of the notes. Additionally, the daily deduction and volatilityof the Index are two of the inputs our

affiliates'internal pricing models use to value the derivative or derivatives underlying the economicterms of the notes forpurposes of

determining the estimated value of the notes set forth on the cover of this pricingsupplement. The daily deduction will effectively

reduce the value of the derivative or derivativesunderlying the economic termsof the notes. See "The Estimated Value of the Notes"

and "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices of the Notes" in this pricing

supplement.

The Index is subject to risks associated with the useof significant leverage. In addition, theIndex may besignificantly

uninvested on any given day, and, in that case, will realize only aportion of any gains due to appreciation of the Futures

Contracts on that day. The index deduction is deducted daily at a rate of 6.0% per annum, even when the Index is not fully

invested.

No assurancecan be given that the investment strategyused to construct the Index will achieve its intended results or that

the Index will be successfulor will outperform any alternative indexor strategy thatmight reference the Futures Contracts.

For additional information about theIndex, see "The MerQube Vol Advantage Index Series" in the accompanyingunderlying

supplement.

PS-4| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

Supplemental Terms of the Notes

The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936, as amended

(the "Commodity Exchange Act"). The notes are offered pursuant to anexemption from regulation under the Commodity Exchange

Act, commonlyknown as the hybrid instrument exemption, that is available tosecurities that have one or morepaymentsindexed to the

value, level or rate of one or more commodities, as set out insection 2(f) of that statute. Accordingly, you are not afforded any

protection provided by the Commodity Exchange Act or anyregulation promulgated by the Commodity Futures Trading Commission.

Any value of any underlier, and any values derived therefrom, included in this pricingsupplement may be corrected, in the event of

manifest error or inconsistency, byamendment of thispricingsupplement and thecorrespondingterms of the notes. Notwithstanding

anything to thecontrary in the indenture governing the notes, that amendment will become effective without consent of the holders of

the notes or anyother party.

How the Notes Work

Payments in Connection with Interest Review Dates Preceding the Final Review Date

Interest Review Dates Preceding theFinal Review Date That Are Not Autocall Review Dates

Comparethe closing level of the Index to the Interest Barrieron each Interest Review Date that is not an Autocall Review Date until thefinal Review Date or

any earlier automatic call. Refer to the second diagram if an Interest Review Date is also an Autocall Review Date.

The closing level of the Index is greater thanor equal

to the Interest Barrier.

You will receive (a) a Contingent Interest Payment on the

applicable Interest Payment Dateplus (b) any previously

unpaid Contingent Interest Payments forany prior Interest

Review Dates.

Proceed to the next Interest Review Date.

The closing level of the Index is less thanthe Interest

Barrier.

No Contingent Interest Payment will be made with respect to

theapplicable Interest Review Date.

Proceed to the next Interest Review Date.

Interest Review Dates That Are Also Autocall Review Dates

Initial

Value

Compare the closing level of the Indexto the Initial Value and the Interest Barrier on each Interest Review Date that is

also an Autocall Review Date until any earlier automatic call.

The closing level of

theIndex isgreater

thanor equal to

theInitial Value.

Automatic Call

The notes will be automatically called on the applicable Call Settlement Date, and you will

receive (a) $1,000 plus (b) theContingent Interest Payment applicable to that Interest

Review Date plus(c) any previously unpaid Contingent Interest Payments forany prior

Interest Review Dates.

No further payments will be madeon the notes.

The closing level of

theIndex isless

thanthe Initial

Value.

Automatic

Call

The closing level of the

Index is greater than or

equal tothe Interest

Barrier.

You will receive (a) a Contingent Interest

Payment on the applicable Interest

Payment Date plus (b) any previously

unpaid Contingent Interest Payments for

any prior Interest Review Dates.

Proceed to the next Interest Review Date.

The closing level of the

Index is less thanthe

Interest Barrier.

No Contingent Interest Payment will be

made with respect to the applicable

Interest Review Date.

Proceed to the next Interest Review Date.

PS-5| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

Payment at MaturityIf the Notes Have Not Been Automatically Called

Autocall Review Dates

Preceding the Final

Review Date

Final Review Date

Paymentat Maturity

The notes arenot

automatically called.

The Final Value is greater thanor equal to

the Trigger Value.

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

Contingent Interest Payment, if any,

applicable to the final Review Dateplus

applicable to the final Review Date is

payable, any previously unpaid

Contingent Interest Payments for any

prior Interest Review Dates.

Proceed to maturity

The Final Value is less thanthe Trigger

Value.

You will receive:

$1,000 + ($1,000 × Index Return)

Under these circumstances, you will

lose some orall of your principal

amount at maturity.

PS-6| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

Total Contingent Interest Payments

The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the

notes based on the Contingent Interest Rate of 10.00% per annum, depending on how many Contingent Interest Payments are made

prior to automatic callor maturity.

Number of Contingent

Interest Payments

Total Contingent Interest

Payments

$500.0000

$491.6667

$483.3333

$475.0000

$466.6667

$458.3333

$450.0000

$441.6667

$433.3333

$425.0000

$416.6667

$408.3333

$400.0000

$391.6667

$383.3333

$375.0000

$366.6667

$358.3333

$350.0000

$341.6667

$333.3333

$325.0000

$316.6667

$308.3333

$300.0000

$291.6667

$283.3333

$275.0000

$266.6667

$258.3333

$250.0000

$241.6667

$233.3333

$225.0000

$216.6667

$208.3333

$200.0000

$191.6667

$183.3333

$175.0000

$166.6667

$158.3333

$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

PS-7| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

Hypothetical Payout Examples

The following examplesillustrate payments on the notes linked to ahypothetical Index, assuming a rangeof performancesfor the

hypotheticalIndex on the Interest Review Dates and Autocall Review Dates. The hypothetical payments set forth below assume the

following:

●an Initial Value of 100.00;

●an Interest Barrier of 60.00 (equal to 60.00% of the hypothetical Initial Value);

●a Trigger Valueof 50.00 (equal to 50.00% of the hypothetical Initial Value); and

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

The hypothetical Initial Value of 100.00 hasbeen chosen for illustrativepurposes only and doesnot represent theactual Initial Value.

The actual Initial Value is the closinglevel of the Index on the Pricing Dateand is specified under "Key Terms- Initial Value" in this

pricing supplement. For historical data regarding the actualclosing levels of the Index, pleaseseethe historical information set forth

under "Hypothetical Back-Tested Data and Historical Information" in thispricing supplement.

Each hypothetical payment set forthbelow is for illustrative purposesonly and maynot be the actual payment applicable to a purchaser

of the notes. The numbers appearing inthe following examples havebeen rounded for ease of analysis.

Example 1- Notes are automaticallycalled on the first Autocall Review Date.

Date

Closing Level

Payment (per $1,000 principal amount note)

First Interest Review

Date

105.00

$8.3333

Second Interest Review

Date

110.00

$8.3333

Third through Eleventh

Interest Review Dates

Greater than Initial Value

$8.3333

Twelfth Interest Review

Date (first Autocall

Review Date)

110.00

$1,008.3333

Total Payment

$1,100.00 (10.00% return)

Because the closing level of the Index on the first Autocall Review Date, which is also the twelfthInterest Review Date, is greater than

or equal to the Initial Value, the notes will be automaticallycalled for a cash payment, for each $1,000 principal amount note, of

$1,008.3333 (or $1,000plus the Contingent Interest Payment applicable to the twelfth Interest Review Dateplustheunpaid Contingent

Interest Payments for any prior Interest Review Dates), payable on the applicable Call Settlement Date. When addedto the Contingent

Interest Payments received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount

note, is$1,100.00. No furtherpayments will be made on the notes.

Example 2- Notes have NOT been automatically called and the Final Value is greater than or equal to the

Trigger Value and the Interest Barrier.

Date

Closing Level

Payment (per $1,000 principal amount note)

First Interest Review

Date

95.00

$8.3333

Second Interest Review

Date

85.00

$8.3333

Third through Fifty-Ninth

Interest Review Dates

Less than Interest Barrier

Final Review Date

90.00

$1,483.3333

Total Payment

$1,500.00 (50.00% return)

Because the notes have not been automaticallycalled and the Final Value is greater than or equal to the Trigger Value and the Interest

Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,483.3333 (or $1,000 plus the Contingent Interest

Payment applicable to the final Review Dateplusthe unpaidContingent Interest Paymentsfor any prior Interest Review Dates). When

added to the Contingent Interest Paymentsreceived with respect to the prior Interest Review Dates, the total amount paid, for each

$1,000 principal amount note, is $1,500.00.

PS-8| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

Example 3- Notes have NOT been automatically called and the Final Value is less than the Interest Barrier but is

greater than or equal to the Trigger Value.

Date

Closing Level

Payment (per $1,000 principal amount note)

First Interest Review

Date

70.00

$8.3333

Second Interest Review

Date

65.00

$8.3333

Third through Fifty-Ninth

Interest Review Dates

Less than Interest Barrier

Final Review Date

50.00

$1,000.00

Total Payment

$1,016.6667 (1.66667% return)

Because the notes have not been automaticallycalled and the Final Value is lessthan the Interest Barrier but is greater than or equal

to the Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. When added to the Contingent

Interest Payments received with respect to the prior Interest Review Dates,the total amount paid, for each $1,000 principal amount

note, is$1,016.6667.

Example 4- Notes have NOT been automatically called and the Final Value is less than the Trigger Value.

Date

Closing Level

Payment (per $1,000 principal amount note)

First Interest Review

Date

40.00

Second Interest Review

Date

45.00

Third through Fifty-Ninth

Interest Review Dates

Less than Interest Barrier

Final Review Date

40.00

$400.00

Total Payment

$400.00 (-60.00% return)

Because the notes have not been automatically called, the Final Value is lessthan the Trigger Value and the Index Return is -60.00%,

the payment at maturity will be $400.00 per $1,000 principalamount note, calculated as follows:

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

The hypothetical returnsand hypothetical payments on the notesshown above apply only if you hold the notes for their entire term

or until automatically called. These hypotheticalsdo not reflect the fees or expensesthat would be associated withanysale inthe

secondarymarket. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would

likelybe lower.

Selected Risk Considerations

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

accompanying prospectus supplement, product supplement and underlying supplement and in Annex A tothe accompanying

prospectusaddendum.

Risks Relating to the NotesGenerally

●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-

The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value isless than

the Trigger Value, you will lose 1% of theprincipalamount of your notes for every1% that the Final Value isless than the Initial

Value. Accordingly, under these circumstances, you will lose more than50.00%of your principal amount at maturity and couldlose

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 automatically called, we will make a Contingent Interest Payment with respect to an Interest Review

Date (and we will payyou any previouslyunpaid Contingent Interest Payments for anyprior Interest Review Dates) onlyif the

closing level of the Index on that Interest Review Date is greater than or equal to the Interest Barrier. If the closing level of the

Index on that Interest Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to

that Interest Review Date. You will not receiveany unpaid Contingent Interest Payments if the closinglevel of the Index on each

subsequent Interest Review Date is less than the Interest Barrier. Accordingly, if the closing level of the Indexon eachInterest

Review Date is less than the Interest Barrier, you will not receive any interest payments over the term of the notes.

PS-9| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

●THE LEVEL OF THE INDEX WILL INCLUDE A 6.0% PER ANNUM DAILY DEDUCTION -

The Indexis subject to a 6.0% per annum daily deduction. The level of the Index will trail the valueof an identicallyconstituted

synthetic portfolio that is not subject to any such deduction.

The index deduction will placea significant drag on the performance of the Index, potentially offsetting positive returns on the

Index's investment strategy, exacerbating negative returns of itsinvestment strategyandcausing the level of the Index to decline

steadily if the return of itsinvestment strategyis relatively flat. The Index will not appreciate unless the return of its investment

strategy issufficient to offset the negative effects of the index deduction, and then only to the extent that the return of its

investment strategy is greater than the index deduction. Asa result of the index deduction, the level of the Index may decline even

if the return of its investment strategy is positive.

The daily deduction is one of the inputs our affiliates' internal pricingmodels use to valuethe derivative or derivatives underlying

the economic terms of the notes for purposes of determining the estimated value of the notes set forth on the cover of this pricing

supplement.The daily deduction will effectively reduce the value of the derivative or derivatives underlyingthe economic terms of

the notes. See "The Estimated Value of the Notes" and "-Risks Relating to the Estimated Value and SecondaryMarket Prices of

the Notes" in thispricing supplement.

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

Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential

change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined by themarket for taking that credit

risk, is likely to adversely affect thevalue 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 financesubsidiary of JPMorgan Chase & Co., we have no independent operations beyond theissuance and administration of

our securities and thecollection of intercompany obligations. Aside from the initial capitalcontribution fromJPMorgan 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 keyoperating subsidiary of JPMorgan Chase & Co. and in a

bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources tomeet 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 tomake

payments on the notes, you may have to seek payment under the related guaranteeby JPMorgan Chase & Co., and that

guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more

information, see the accompanying prospectus addendum.

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

THAT MAY BE PAID OVER THE TERM OF THE NOTES,

regardless of any appreciation of the Index, which maybe significant. You will not participate in any appreciation of the Index.

●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-

If the Final Value isless than the Trigger Value and the notes have not been automatically called, thebenefit provided by the

Trigger Value will terminateand you will befully exposed to any depreciation of the Index.

●THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -

If your notesare automatically called, the termof the notes may be reduced to asshort as approximately one year and you willnot

receive any Contingent Interest Payments after the applicable Call Settlement Date. Thereis no guarantee that you would be able

to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate fora similar

level of risk. Even incases where the notes are called before maturity, you are not entitled to any fees and commissions described

on the front cover of thispricing supplement.

●YOU WILL NOT RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS ON THE SECURITIES UNDERLYING THE S&P 500®

INDEX OR HAVE ANY RIGHTS WITH RESPECT TO THOSE SECURITIES OR THE FUTURES CONTRACTS UNDERLYING

THE INDEX.

●THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE INTEREST BARRIER OR THE TRIGGER VALUE

IS GREATER IF THE LEVEL OF THE INDEX IS VOLATILE.

●JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED

RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN

THE FUTURE -

Any research, opinions or recommendations could affect the marketvalue of the notes. Investors should undertake their own

independent investigation of the meritsof investing in the notes, the Index and the futures contractscomposing the Index.

●LACK OF LIQUIDITY-

The notes will not be listedon anysecurities exchange. Accordingly, theprice at which youmaybe able to tradeyour notes is likely

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

designed to beshort-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.

Risks Relating to Conflicts of Interest

●POTENTIAL CONFLICTS-

We and our affiliates play avariety of roles inconnection with the notes. In performing these duties, our and JPMorgan Chase &

Co.'s economicinterests are potentially adverse to your interests as aninvestor in the notes. It ispossible that hedging or trading

activities of ours or our affiliates inconnection with thenotescould result in substantial returns for us or our affiliates while the

value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product

supplement.

PS-10| StructuredInvestments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

An affiliate of ours currentlyhas a 10% equity interest in the Index Sponsor, with a right to appoint an employee of JPMS, another

of our affiliates, asa member of the board of directors of the Index Sponsor.The Index Sponsor can implement policies, make

judgments or enact changes to the Index methodology that could negativelyaffect the performanceof the Index. The Index

Sponsor can also alter, discontinue or suspend calculation or dissemination of the Index. Any of these actions could adversely

affect the valueof the notes. The Index Sponsor has no obligation to consider your interests in calculating, maintaining or revising

the Index, and we, JPMS, our other affiliates andour respectiveemployees are under no obligation to consider your interests as an

investor in the notes in connection with the role of our affiliate as an owner of an equity interest in the Index Sponsor or the roleof

an employee of JPMS as a member of the board of directorsof the Index Sponsor.

In addition, JPMS worked with the Index Sponsor in developing the guidelines and policies governing the composition and

calculation of the Index. Although judgments, policies and determinations concerning the Index were made by JPMS, JPMorgan

Chase & Co., as the parent company of JPMS, ultimatelycontrols JPMS. The policies and judgments for whichJPMS was

responsible could have an impact,positive or negative, on the levelof the Index and the value of your notes. JPMS is under no

obligation to consider your interests as an investor in the notes in its role in developing the guidelines and policies governing the

Index or making judgments that may affect the level of the Index.

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 thenotes is only an estimate determined by reference to several factors. The original issue price of the

notes exceedsthe estimatedvalue of the notes because costs associated with selling, structuring and hedging the notes are

included in theoriginal issue price of the notes. Thesecosts include the selling commissions, the projected profits, if any, that our

affiliates expectto realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost of hedging

our obligations under the notes. See "The Estimated Valueof 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 -

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 fundingrate usedin the determinationof the estimated value 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 differencemay

be based on,among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,

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

instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may

prove to be incorrect, and is intended toapproximate the prevailing market replacement funding rate for the notes.The use of an

internal funding rate and anypotential changes tothat ratemay have an adverse effect on the termsof 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 generallyexpect that some of the costs included in the original issue price of the notes will bepartiallypaid back to you in

connection with any repurchases of your notesby JPMS in an amount that will decline to zero over an initial predetermined period.

See "SecondaryMarket Prices of the Notes" in this pricing supplement for additional information relating to this initial period.

Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the value of the notes aspublished 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 pricesof the notes willlikely be lower than the original issue price of the notes because, among other

things, secondary market prices take intoaccount our internal secondary market funding rates for structureddebt issuances and,

also, becausesecondarymarket prices may exclude sellingcommissions, projected hedging profits, if any, and estimatedhedging

costs that are included inthe original issue price of the notes. As a result, the price, if any, at which JPMS will be willingtobuy the

notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale byyou prior to

the Maturity Date could result in a substantial loss to you.

●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -

The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which

mayeither offset or magnify each other, aside from theselling commissions, projected hedgingprofits, if any, estimated hedging

costs and the level of the Index. Additionally, independent pricing vendors and/or third party broker-dealers may publish aprice for

the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than theprice

of the notes, if any, at whichJPMS may be willing to purchase your notes in the secondary market. See "Risk Factors -Risks

Relating to the Estimated Value and Secondary Market Prices of the Notes- Secondarymarket pricesof the notes will be

impacted by many economic and market factors" in theaccompanying product supplement.

Risks Relating to the Index

●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,

but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect

the level of the S&P 500® Index.

PS-11| StructuredInvestments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

●THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED

IN RESPECT OF THE FUTURES CONTRACTS -

No assurancecan be given that theinvestment strategyon which the Index is based will be successfulor that the Indexwill

outperformany alternative strategythat might be employed with respect to the Futures Contracts.

●THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY -

No assurancecan be given that theIndex will maintain an annualized realized volatility that approximatesitstarget volatility of

35%. The Index's target volatilityis a level of implied volatility and therefore the actual realized volatility of the Index maybe

greater or less than the target volatility.On each weekly Index rebalance day, the Index'sexposure to theFutures Contracts is set

equal to (a) the 35% implied volatility target divided by (b) the one-week implied volatilityof the SPY Fund, subject to a maximum

exposure of 500%. The Index uses the implied volatility of the SPY Fund as a proxy for the volatility of the Futures Contracts.

However, there is no guarantee that the methodology used by the Index to determine theimplied volatility of the SPY Fund will be

representative of the implied or realized volatility of the Futures Contracts. The performance of the SPY Fund may not correlate

with the performance of the Futures Contracts, particularlyduring periods of market volatility. In addition, the volatilityof the

Futures Contracts on any daymaychange quicklyand unexpectedly and realized volatilitymaydiffer significantly from implied

volatility. Ingeneral, over time, the realized volatilities of the SPY Fundand the Futures Contracts have tended to be lower than

their respective impliedvolatilities; however, at any time those realized volatilities mayexceed their respectiveimplied volatilities,

particularly during periodsof market volatility. Accordingly, the actual annualized realizedvolatilityof the Index may be greater

than or lessthan the target volatility, which mayadversely affect the level of the Index and the value of the notes.

●THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE -

On a weeklyIndex rebalance day, the Index will employ leverage to increase the exposure of the Index to the Futures Contracts if

the impliedvolatility of the SPY Fund isbelow 35%, subject to amaximum exposure of 500%. Under normal market conditionsin

the past, the SPY Fund has tended to exhibit an implied volatility below 35%. Accordingly, the Index has generally employed

leverage in the past, except during periods of elevatedvolatility. When leverage is employed, any movementsin the prices of the

Futures Contracts will result in greater changesin the level of the Index than if leverage were not used. In particular,the use of

leverage willmagnify any negative performance of the Futures Contracts, which, in turn, would negatively affect the performance of

the Index. Because the Index's leverage is adjusted onlyon a weeklybasis, in situations where asignificant increase in volatility is

accompanied by a significant declinein thevalue of the Futures Contracts, thelevel of the Index may decline significantlybefore

the following Index rebalance day when the Index'sexposure to the Futures Contracts would be reduced.

●THE INDEX MAY BE SIGNIFICANTLY UNINVESTED -

On a weeklyIndex rebalance day, the Index's exposureto the Futures Contracts will be less than 100% when the implied volatility

of the SPY Fund is above 35%. If the Index'sexposure to the Futures Contracts is less than 100%, the Index will not be fully

invested, and any uninvestedportion will earn no return. The Index may be significantly uninvested on any given day, and will

realize only a portion of any gains due to appreciationof the Futures Contracts on any such day. The 6.0% per annum deduction

is deducted daily, even when the Indexisnot fully invested.

●THE INDEX MAY BE ADVERSELY AFFECTED IF LATER FUTURES CONTRACTS HAVE HIGHER PRICES THAN AN

EXPIRING FUTURES CONTRACT INCLUDED IN THE INDEX -

As the Futures Contracts included in the Index come to expiration, they are replacedby Futures Contractsthat expire three months

later. This is accomplished by synthetically selling the expiring Futures Contract and synthetically purchasing the FuturesContract

that expiresthree months from that time. Thisprocess is referred to as "rolling."Excluding other considerations, if themarket for

the Futures Contracts is in "contango," where the prices arehigher inthe distant deliverymonths than in the nearer delivery

months, the purchase of the later Futures Contract wouldtake place at a price that is higher than the price of the expiringFutures

Contract, thereby creating a negative "roll yield."In addition, excludingother considerations, if themarketfor the Futures Contracts

is in "backwardation," where the prices arelower in the distant deliverymonths than in the nearer delivery months, the purchase of

the later Futures Contract would take place at a price that is lower than the price of the expiring Futures Contract, therebycreating

a positive "rollyield." The presence of contango in the market for the Futures Contracts could adversely affect the levelof the

Index and, accordingly, any payment on the notes.

●THE INDEX IS AN EXCESS RETURN INDEX THAT DOES NOT REFLECT "TOTAL RETURNS" -

The Index is an excess return index that does not reflect total returns. The return frominvesting in futures contracts derives from

three sources: (a) changes in the price of the relevant futures contracts (which isknown as the "price return"); (b) anyprofit or loss

realized when rollingthe relevant futures contracts (which is known as the "roll return"); and (c) any interest earned on thecash

deposited as collateral for the purchase of the relevant futures contracts (which is known as the "collateral return").

The Index measures the returns accrued from investing in uncollateralized futures contracts (i.e., the sumof the price return and

the roll returnassociated with an investment in the Futures Contracts).By contrast, a total return index, in additionto reflecting

those returns, would also reflect interest that could be earned on funds committed to the trading of the Futures Contracts (i.e.,the

collateral return associated with an investment in theFutures Contracts). Investing inthe notes willnot generatethe same return

as would be generated frominvesting in a total returnindex related tothe Futures Contracts.

●CONCENTRATION RISKS ASSOCIATED WITH THE INDEX MAY ADVERSELY AFFECT THE VALUE OF YOUR NOTES -

The Index generallyprovides exposure to a single futures contract on the S&P 500®Index that trades on the Chicago Mercantile

Exchange. Accordingly, the notesare less diversified than other funds, investment portfolios or indices investingin or tracking a

broader range of products and, therefore, could experience greater volatility. You should be aware that other indicesmay bemore

diversified than the Index in terms of both the number and varietyof futures contracts. You will not benefit, with respect tothe

notes, from any of the advantagesof a diversified investment and will bear the risks of a highlyconcentrated investment.

PS-12| StructuredInvestments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

●THE INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FUTURES CONTRACTS, INCLUDING VOLATILITY -

The Index tracksthe returns of futurescontracts. The price of a futures contract depends not only on the price of the underlying

asset referenced bythe futures contract, but also on a range of other factors, including but not limited to changing supply and

demand relationships, interestrates, governmental and regulatorypoliciesandthe policies of theexchanges on which the futures

contracts trade. In addition, the futures markets aresubject to temporary distortions or other disruptions due to various factors,

including the lack of liquidityin themarkets, the participation of speculators and government regulation and intervention. These

factors and others cancause the prices of futures contracts to bevolatile.

●SUSPENSION OR DISRUPTIONS OF MARKET TRADINGIN FUTURES CONTRACTS MAY ADVERSELY AFFECT THE

VALUE OF YOUR NOTES -

Futures marketslike the Chicago Mercantile Exchange, themarket for the Futures Contracts, are subject to temporarydistortions

or other disruptions due to various factors, including thelackof liquidity in the markets, the participation of speculators, and

government regulation and intervention. In addition, futuresexchanges have regulations that limit the amount of fluctuationin

some futures contract prices that mayoccur during a single day. These limits aregenerally referred to as "daily price fluctuation

limits" andthe maximumor minimum price of a contract on any given day as a result of these limits is referred to asa "limit price."

Once the limit price hasbeen reached in aparticular contract, no trades may be madeat aprice beyond the limit, or trading may

be limited for a set period of time. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation

of contractsat potentiallydisadvantageous times or prices. These circumstances couldaffect the level of the Index and therefore

could affect adversely the value of your notes.

●THE OFFICIAL SETTLEMENT PRICE AND INTRADAY TRADING PRICES OF THE RELEVANT FUTURES CONTRACTS MAY

NOT BE READILY AVAILABLE -

The officialsettlement price and intraday trading prices of the Futures Contracts are calculated and published by the Chicago

Mercantile Exchange and areused to calculate the levels of the Index. Any disruption in trading of the Futures Contracts could

delay the release or availability of the official settlement price and intraday trading prices and may delay or prevent the calculation

of the Index.

●CHANGES IN THE MARGIN REQUIREMENTS FOR THE FUTURES CONTRACTS INCLUDED IN THE INDEX MAY

ADVERSELY AFFECT THE VALUE OF THE NOTES -

Futures exchanges require market participants to post collateral in order toopen and tokeep open positions in futures contracts. If

an exchange changes the amount of collateral required to be posted to hold positions in the Futures Contracts, market participants

mayadjust their positions, which mayaffect the prices of theFutures Contracts. As a result, thelevel of the Index may beaffected,

whichmay adverselyaffect the value of the notes.

●HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND

ARE SUBJECT TO INHERENT LIMITATIONS -

The hypothetical back-tested performance of the Index set forth under "Hypothetical Back-Tested Dataand Historical Information"

in thispricingsupplement is purely theoretical and does not represent the actual historical performance of the Indexandhasnot

been verified by an independent third party.Hypothetical back-tested performance measures have inherent limitations.

Hypothetical back-tested performance is derived by means of the retroactive application of a back-tested modelthat has been

designed withthe benefit of hindsight. Alternativemodellingtechniques might producesignificantly different resultsandmay prove

to be more appropriate. Past performance, andespecially hypothetical back-tested performance, is not indicative of future results.

Thistype of information has inherent limitations and you shouldcarefully consider these limitations before placing reliance on such

information.

●OTHER KEY RISKS:

o THE INDEX WAS ESTABLISHED ON FEBRUARY 11, 2022 AND MAY PERFORM IN UNANTICIPATED WAYS.

o HISTORICAL PERFORMANCE OF THE INDEX SHOULD NOT BE TAKEN AS AN INDICATION OF THE FUTURE

PERFORMANCE OF THE INDEX DURING THE TERM OF THE NOTES.

Please refer to the "Risk Factors" section of the accompanying underlying supplement for more details regarding theabove-listedand

other risks.

PS-13| StructuredInvestments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

Hypothetical Back-Tested Data and Historical Information

The following graph sets forththe hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly

closing levels of the Index from January 4, 2019 through February 4, 2022, and the historicalperformance of the Index based on the

weekly historical closing levels of the Index from February 11, 2022 through October 25, 2024. The Index was established on February

11, 2022, as represented by the vertical line in the following graph. All data to the left of that verticalline reflect hypothetical back-tested

performance of the Index. Alldata to the right of that vertical line reflect actual historical performance of the Index. The closing level of

the Index on October 25, 2024 was 3,913.42. We obtained the closing levels above and below fromthe Bloomberg Professional®

service ("Bloomberg"), without independent verification.

The data for the hypotheticalback-tested performance of the Index set forth in the following graphare purely theoretical and do not

represent the actual historical performance of the Index. See "Selected Risk Considerations- Risks Relating to the Index-

Hypothetical Back-Tested Data Relatingto the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations"

above.

The hypothetical back-tested and historical closing levels of the Index should not be taken as an indication of future performance, and

no assurance can be given asto the closing level of the Index on any Interest Review Dateor any Autocall Review Date. Therecanbe

no assurance that the performance of the Index will result in the return of any of your principal amount or thepayment of any interest.

Hypothetical Back-Tested and Historical Performance of the

MerQube US Large-Cap Vol Advantage Index

Source: Bloomberg

The hypothetical back-tested closing levels of the Index have inherent limitations and have not been verified by an independent third

party. These hypothetical back-tested closing levels are determined by means of a retroactiveapplication of a back-tested model

designed withthe benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guaranteeof future returns. No

representation is made that an investment in thenotes will or is likely to achieve returns similar to thoseshown. Alternative modeling

techniquesor assumptions would produce different hypotheticalback-tested closing levels of the Index that might prove to be more

appropriate and that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above.

PS-14| StructuredInvestments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

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

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

described in the section entitled "Material U.S. Federal Income Tax Consequences-TaxConsequences to U.S. Holders- Notes

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

advice of Davis Polk & Wardwell LLP, our specialtax counsel, we believethat this is a reasonable treatment,but that there are other

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

could be materially affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal

income taxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require

investors in theseinstruments to accrue income over the term of their investment. It alsoasks for commentson a number of related

topics, includingthe character of income or loss with respect to these instruments and the relevance of factors such as the nature of the

underlying property to which the instruments are linked. While thenotice requests comments on appropriate transition rules and

effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materiallyaffect the

taxconsequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying

product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under Section 451(b) of the

Code. You should consult your taxadviser regarding the U.S. federal incometaxconsequencesof an investment in the notes, including

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

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

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

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

to) withhold onany Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by

an applicable income tax treaty under an "other income" or similar provision. We will not be required to pay any additional amounts with

respect to amounts withheld. In order toclaiman exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the

notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemptionor

reduction under an applicable tax treaty. If you area Non-U.S. Holder, you should consultyour tax adviser regarding the tax treatment

of the notes, including thepossibility of obtaininga refund of any withholding tax and the certification requirement described above.

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 equivalentspaid 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. 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 the applicable

Treasury regulations. Additionally, a recent IRS notice excludes fromthe scopeof Section 871(m) instruments issuedprior to January

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. Youshould consultyour tax

adviser regarding the potential application of Section871(m) to the notes.

In the event of any withholding on the notes, we will not be required to payany additional amounts with respect to amounts so withheld.

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 thefollowing

hypothetical components: (1) a fixed-incomedebt component with the samematurityas 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 notesmaydiffer from the market-implied funding

rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any differencemay 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 liabilitymanagement costs of the notesin comparison tothosecosts for the conventional fixed income instruments of

JPMorgan Chase & Co. This internal funding rate is based on certainmarket inputsand assumptions, which mayprove to beincorrect,

and is intended to approximate theprevailing market replacement funding rate for the notes. The use of an internal funding rateand

any potential changes tothat rate mayhave an adverse effect on theterms of the notesand 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 thispricing supplement.

PS-15| StructuredInvestments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

The value of the derivativeor derivatives underlying the economic terms of thenotes is derived from internal pricing modelsof our

affiliates. These models are dependent on inputs such asthe traded market prices of comparable derivative instruments and on various

other inputs, some of which are market-observable, and which can include volatility, 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 on market conditions and other relevant factors and assumptionsexisting at that time.

The estimated value of thenotes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing

modelsandassumptionscould 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 futuremay change, and any assumptionsmay prove to be incorrect. On

future dates, the value of the notes could changesignificantly based on, among other things, changes in market conditions, our or

JPMorgan Chase & Co.'s creditworthiness, 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.

The estimated value of thenotes is lower than the originalissue priceof the notes because costs associated with selling, structuring

and hedging the notes are included in the originalissue price of the notes. These costsinclude the sellingcommissions 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. Becausehedging our

obligations entails riskandmay be influenced by market 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 obligationsunder the notes may be

allowed to other affiliatedor 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 secondarymarket prices of the notes, see "Risk Factors-Risks Relating to the

Estimated Value and Secondary Market Pricesof the Notes- Secondary market prices of the notes will be impacted bymany

economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs

included in theoriginal issue price of the notes will be partially paid back toyou in connection with any repurchases of your notes by

JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions,

projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates

for structured debt issuances. Thisinitial predetermined time period is intended to be theshorter of six monthsand one-half of the

stated term of the notes. The length of any such initial period reflects thestructure of the notes, whether our affiliatesexpect toearn a

profit inconnection with our hedging activities, theestimated 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" in this pricingsupplement.

Supplemental Use of Proceeds

The notes are offered to meet investor demand for products that 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 of the risk-return

profile of thenotes and "The MerQube US Large-Cap Vol Advantage Index" in this pricing supplement for a descriptionof 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 paidtoJPMS and other

affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliatesexpect to realize for assuming risks inherent

in hedging our obligationsunder the notes, plus the estimated cost of hedging our obligations under the notes.

PS-16| StructuredInvestments

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-

Cap Vol Advantage Index

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., whenthe

notes offeredby this pricing supplement have beenissued by JPMorgan Financialpursuant to the indenture, the trustee and/or paying

agent has made, in accordance with the instructions fromJPMorgan Financial, the appropriate entries or notations in its records relating

to the master global notethat represents such notes (the "master note"), and suchnotes have been delivered against payment as

contemplated herein, suchnotes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitutea

valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicablebankruptcy,

insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general

applicability (including, without limitation, conceptsof good faith, fair dealing andthe lack ofbad faith),provided that such counsel

expressesno opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the

conclusionsexpressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent

transfer or similar provision of applicablelaw by limiting the amount of JPMorgan Chase & Co.'sobligationunderthe related guarantee.

Thisopinion is given as of thedate hereof and is limited to the laws of the State of New York, the General CorporationLaw of the State

of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion issubject to customary assumptions about the

trustee's authorization, execution and delivery of the indenture and its authentication of the master note and thevalidity, binding nature

and enforceability of the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which

was filed asan exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. onFebruary 24,

2023.

Additional Terms Specific to the Notes

You should read thispricing supplement together with theaccompanying prospectus, as supplemented bythe accompanying

prospectussupplement 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 and the accompanying underlying

supplement. This pricing supplement, together with the documents listed below, contains the terms of the notesand supersedesall

other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,

correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof

ours. Youshouldcarefully consider, among other things, the matters set forthin the "Risk Factors" sections of theaccompanying

prospectussupplement, the accompanying product supplement and the accompanying underlying supplement and in Annex A to the

accompanying prospectus addendum, as the notesinvolve risks not associated with conventional debt securities. We urge you to

consult your investment, legal, tax, accounting and other advisersbefore you invest in the notes.

You may access these documents on the SEC websiteat www.sec.gov as follows(or if such addresshas changed, by

reviewing our filings for the relevant dateon the SEC website):

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

htt p://www.s ec .go v/Arc hiv es /e d gar/data/19 61 7/0 0 012 13 90 0 230 29 539 /e a1 528 0 3_424b2.p d f

●Underlying supplement no. 5-II dated March5, 2024:

htt p://www.s ec .go v/Arc hiv es /e d gar/data/19 61 7/0 0 012 13 90 0 240 20 078 /e a0 200 8 16 -0 1_42 4 b2.p df

●Prospectus supplement and prospectus, each dated April 13, 2023:

htt p://www.s ec .go v/Arc hiv es /e d gar/data/19 61 7/0 0 009 50 10 3 230 05 751 /c rt_dp 1 920 9 7 -424b 2 .pd f

●Prospectus addendum dated June 3, 2024:

htt p://www.s ec .go v/Arc hiv es /e d gar/data/16 65 650 /0 00 09 50 1 032 40 07599/d p2 11 753_424b3 .htm

Our Central Index Key, orCIK, ontheSEC websiteis 1665650,and JPMorgan Chase & Co.'sCIK is 19617. Asused inthis pricing

supplement, "we," "us" and "our" refer to JPMorgan Financial.

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