none


April 19, 2024	Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)

JPMorgan Chase Financial Company LLC

Structured Investments

$779,000

Callable Contingent Interest Notes Linked to the S&P

500® Index due April 24, 2029

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 the S&P 500® Index is greater than or equal to 80.00% of the Initial Value, which we refer to as the 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, third, fourth, fifth and final Interest Payment Dates).

●The earliest date on which the notes may be redeemed early is October 24, 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 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 integral multiples thereof

●The notes priced on April 19, 2024 and are expected to settle on or about April 24, 2024.

●CUSIP: 48134XQ32

Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectus

supplement, “Risk Factors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk

Considerations” beginning on page PS-6 of this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the

notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, underlying

supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


	Price to Public (1)	Fees and Commissions (2)	Proceeds to Issuer
Per note	$1,000	$10.8488	$989.1512
Total	$779,000	$8,451.25	$770,548.75
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of 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 it receives from us to other affiliated or unaffiliated dealers. These selling commissions will vary and will be up to $11.25 per $1,000 principal amount note. 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 $967.60 per $1,000 principal amount note. See

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

The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and

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

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

prospectus supplement, each dated April 13, 2023

Key Terms


Issuer: JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor: JPMorgan Chase & Co. Index: The S&P 500® Index (Bloomberg ticker: SPX) Contingent Interest Payments: If the notes have not been previously redeemed early and the closing level of the Index on any 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 $7.4167 (equivalent to a Contingent Interest Rate of 8.90% per annum, payable at a rate of 0.74167% per month). If the closing level of the Index on any Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. Contingent Interest Rate: 8.90% per annum, payable at a rate of 0.74167% per month Interest Barrier/Trigger Value: 80.00% of the Initial Value, which is 3,973.784 Pricing Date: April 19, 2024 Original Issue Date (Settlement Date): On or about April 24, 2024 Review Dates: May 20, 2024, June 20, 2024, July 19, 2024, August 19, 2024, September 19, 2024, October 21, 2024, November 19, 2024, December 19, 2024, January 21, 2025, February 19, 2025, March 19, 2025, April 21, 2025, May 19, 2025, June 20, 2025, July 21, 2025, August 19, 2025, September 19, 2025, October 20, 2025, November 19, 2025, December 19, 2025, January 20, 2026, February 19, 2026, March 19, 2026, April 20, 2026, May 19, 2026, June 22, 2026, July 20, 2026, August 19, 2026, September 21, 2026, October 19, 2026, November 19, 2026, December 21, 2026, January 19, 2027, February 19, 2027, March 19, 2027, April 19, 2027, May 19, 2027, June 21, 2027, July 19, 2027, August 19, 2027, September 20, 2027, October 19, 2027, November 19, 2027, December 20, 2027, January 19, 2028, February 22, 2028, March 20, 2028, April 19, 2028, May 19, 2028, June 20, 2028, July 19, 2028, August 21, 2028, September 19, 2028, October 19, 2028, November 20, 2028, December 19, 2028, January 19, 2029, February 20, 2029, March 19, 2029 and April 19, 2029 (the “final Review Date”) Interest Payment Dates: May 23, 2024, June 25, 2024, July 24, 2024, August 22, 2024, September 24, 2024, October 24, 2024, November 22, 2024, December 24, 2024, January 24, 2025, February 24, 2025, March 24, 2025, April 24, 2025, May 22, 2025, June 25, 2025, July 24, 2025, August 22, 2025, September 24, 2025, October 23, 2025, November 24, 2025, December 24, 2025, January 23, 2026, February 24, 2026, March 24, 2026, April 23, 2026, May 22, 2026, June 25, 2026, July 23, 2026, August 24, 2026, September 24, 2026, October 22, 2026, November 24, 2026, December 24, 2026, January 22, 2027, February 24, 2027, March 24, 2027, April 22, 2027, May 24, 2027, June 24, 2027, July 22, 2027, August 24, 2027, September 23, 2027, October 22, 2027, November 24, 2027, December 23, 2027, January 24, 2028, February 25, 2028, March 23, 2028, April 24, 2028, May 24, 2028, June 23, 2028, July 24, 2028, August 24, 2028, September 22, 2028, October 24, 2028, November 24, 2028, December 22, 2028, January 24, 2029, February 23, 2029, March 22, 2029 and the Maturity Date Maturity Date: April 24, 2029 Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” 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 Interest Payment Dates (other than the first, second, third, fourth, fifth and final Interest Payment Dates) at a price, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment, if any, applicable to the immediately preceding Review Date. If we intend to redeem your notes early, we will deliver notice to The Depository Trust Company, or DTC, at least three business days before the applicable Interest Payment Date on which the notes are redeemed early. Payment at Maturity: If the notes have not been redeemed early and the Final Value is greater than or equal to 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 applicable to the final Review Date. If the notes have not been redeemed early and the Final Value is less 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 redeemed early and the Final Value is less than the Trigger Value, you will lose more than 20.00% of your principal amount 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 4,967.23 Final Value: The closing level of the Index on the final Review Date


PS-1 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index



12	$89.0000
11	$81.5833
10	$74.1667
9	$66.7500
8	$59.3333
7	$51.9167
6	$44.5000
5	$37.0833
4	$29.6667
3	$22.2500
2	$14.8333
1	$7.4167
0	$0.0000

Hypothetical Payout Examples

The following examples illustrate payments on the notes linked to a hypothetical Index, assuming a range of performances for the

hypothetical Index on the Review Dates.

The hypothetical payments set forth below assume the following:

●the notes have not been redeemed early;

●an Initial Value of 100.00;

●an Interest Barrier and a Trigger Value of 80.00 (equal to 80.00% of the hypothetical Initial Value); and

●a Contingent Interest Rate of 8.90% per annum (payable at a rate of 0.74167% per month).

The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value.

The actual Initial Value is the closing level of the Index on the Pricing Date and is specified under "Key Terms - Initial Value" in this

pricing supplement. For historical data regarding the actual closing levels of the Index, please see the historical information set forth

under “The Index” in this pricing supplement

Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser

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

Example 1 — Notes have NOT been redeemed early and the Final Value is greater than or equal to the Trigger

Value.


Date	Closing Level	Payment (per $1,000 principal amount note)
First Review Date	95.00	$7.4167
Second Review Date	85.00	$7.4167
Third through Fifty-Ninth Review Dates	Less than Interest Barrier	$0
Final Review Date	90.00	$1,007.4167
	Total Payment	$1,022.25 (2.225% return)

Because the notes have not been redeemed early and the Final Value is greater than or equal to the Trigger Value, the payment at

maturity, for each $1,000 principal amount note, will be $1,007.4167 (or $1,000 plus the Contingent Interest Payment applicable to the

final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount

paid, for each $1,000 principal amount note, is $1,022.25.

Example 2 — Notes have NOT been redeemed early and the Final Value is less than the Trigger Value.


Date	Closing Level	Payment (per $1,000 principal amount note)
First Review Date	45.00	$0
Second Review Date	75.00	$0
Third through Fifty-Ninth Review Dates	Less than Interest Barrier	$0
Final Review Date	40.00	$400.00


PS-5 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index



	Total Payment	$400.00 (-60.00% return)

Because the notes have not been redeemed early, the Final Value is less than the Trigger Value and the 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 on the 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 any sale in 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 involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the

accompanying prospectus supplement and product supplement.

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

The notes do not guarantee any return of principal. If the notes have not been redeemed early and the Final Value is less than the

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

Accordingly, under these circumstances, you will lose more than 20.00% of your principal amount 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 Interest Payment with respect to a Review Date only if the

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

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

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

payments over the term of the notes.

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

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

change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk,

is likely to adversely affect the value 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 finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of

our securities. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to

obligations of our affiliates to make payments under loans made by us or other intercompany agreements. As a result, we are

dependent upon payments from our affiliates to meet our obligations under the notes. If these affiliates do not make payments to us

and we fail to make payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co.,

and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.

●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 may be significant. You will not participate in any appreciation of the 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 are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading

activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value

of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product

supplement.

●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.

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

If the Final Value is less than the Trigger Value and the notes have not been redeemed early, the benefit provided by the Trigger

Value will terminate and you will be fully exposed to any depreciation of the Index.

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

If we elect to redeem your notes early, the term of the notes may be reduced to as short as approximately six months and you will

not receive any Contingent Interest Payments after the applicable Interest Payment Date. There is 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 for a

similar level of risk. Even in cases where we elect to redeem your notes before maturity, you are not entitled to any fees and

commissions described on the front cover of this pricing supplement.

●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH

RESPECT TO THOSE SECURITIES.

●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.


PS-6 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index

●LACK OF LIQUIDITY —

The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your 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 notes are not

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

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

NOTES —

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

exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are included in

the original issue price of the notes. These costs include the selling commissions, 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. See “The Estimated Value of 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 funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding

rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may

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

operational and ongoing liability management costs of the notes in comparison to those costs for 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 is intended to approximate the prevailing market replacement funding rate for the notes. The use of an

internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary

market prices of the notes. 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 generally 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 JPMS in an amount that will decline to zero over an initial predetermined period.

See “Secondary Market Prices 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 notes as published 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 prices 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, if any, at which JPMS will be willing to buy the notes

from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you 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 secondary market price of the notes during their term will be impacted by a number of economic and market factors, which may

either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs

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

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

the notes, if any, at which JPMS 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 — Secondary market prices of the notes will be

impacted by many economic and market factors” in the accompanying product supplement.

The Index

The S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for 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 graph sets forth the historical performance of the Index based on the weekly historical closing levels of the Index from

January 4, 2019 through April 19, 2024. The closing level of the Index on April 19, 2024 was 4,967.23. We obtained the closing levels

above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.

The historical closing levels of the Index should not be taken as an indication of future performance, and no assurance can be given as

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

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


PS-7 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index

Historical Performance of the S&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 we intend 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 — Tax Consequences 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 special tax counsel, we believe that this is a reasonable treatment, but that there are other

reasonable treatments that the 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 released a notice requesting comments on the U.S. federal

income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require

investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related

topics, including the 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 the notice requests comments on appropriate transition rules and effective

dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the tax

consequences 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 taxpayers subject to special tax accounting rules under Section 451(b) of the Code.

You should consult your tax adviser regarding the U.S. federal income tax consequences of 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 withholding agents will (and we, if we are the withholding agent, intend to)

withhold on any 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 to claim an 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 exemption or

reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment of

the notes, including the possibility of obtaining a 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 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. 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 from the scope of Section 871(m) instruments issued prior to January 1,

2025 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income

tax purposes (each an “Underlying Security”). Based on certain determinations made by us, our special tax counsel is of the


PS-8 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index

opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS,

and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular

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

adviser regarding the potential application of Section 871(m) to the notes.

In the event of any withholding 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 estimated value of the notes set forth on the cover of this pricing supplement 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 internal funding rate

described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the notes does

not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The

internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate for

vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on,

among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing

liability management costs of the notes in comparison to those costs for 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 is intended to

approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes

to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. For additional

information, see “Selected Risk Considerations — The Estimated Value 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 of the notes is derived from internal pricing models of our

affiliates. These models are dependent on inputs such as the 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 set based on market conditions and other relevant factors and assumptions existing at that time.

The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing

models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In

addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On

future dates, the value of the notes could change significantly 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

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

The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring and

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

other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in

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

obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less

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

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

“Selected Risk Considerations — The Estimated Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes”

in this pricing supplement.

Secondary Market Prices of the Notes

For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the

Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic

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

original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount

that will decline to zero over an initial predetermined period. These costs can include selling commissions, projected hedging profits, if

any, and, in some circumstances, estimated hedging costs and 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 reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our

hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See

“Selected Risk Considerations — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account

Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.


PS-9 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index

Supplemental Use of Proceeds

The notes are offered to meet investor demand for products that reflect the risk-return profile and market 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 the notes and “The Index” in this pricing supplement for a description of 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 paid to JPMS and other

affiliated or 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 obligations under the notes.

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., when the

notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying

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

to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as

contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a

valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, 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 of bad 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 above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent

transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee.

This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State

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

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

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

was filed as an exhibit to the Registration Statement on Form 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 together with the accompanying prospectus, as supplemented by the accompanying prospectus

supplement relating to our Series A medium-term notes of which these notes are a part, 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 notes and supersedes all other prior or contemporaneous oral statements as well as

any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,

sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the

matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement,

as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax,

accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by

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

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

http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf

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

http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf

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

http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing

supplement, “we,” “us” and “our” refer to JPMorgan Financial.


PS-10 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index


Number of Contingent Interest Payments	Total Contingent Interest Payments
60	$445.0000
59	$437.5833
58	$430.1667
57	$422.7500
56	$415.3333
55	$407.9167
54	$400.5000
53	$393.0833
52	$385.6667
51	$378.2500
50	$370.8333
49	$363.4167
48	$356.0000
47	$348.5833
46	$341.1667
45	$333.7500
44	$326.3333
43	$318.9167
42	$311.5000
41	$304.0833
40	$296.6667
39	$289.2500
38	$281.8333
37	$274.4167
36	$267.0000
35	$259.5833
34	$252.1667
33	$244.7500
32	$237.3333
31	$229.9167
30	$222.5000
29	$215.0833
28	$207.6667
27	$200.2500
26	$192.8333
25	$185.4167
24	$178.0000
23	$170.5833
22	$163.1667
21	$155.7500
20	$148.3333
19	$140.9167
18	$133.5000
17	$126.0833
16	$118.6667
15	$111.2500
14	$103.8333
13	$96.4167


PS-2 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index


PS-3 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index


PS-4 \| Structured Investments
Callable Contingent Interest Notes Linked to the S&P 500® Index