JPMorgan Chase Financial 424B2 Prospectus for primary offering

July 31, 2024

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

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

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

JPMorgan Chase Financial Company LLC

Structured Investments

$377,000

Auto Callable Contingent Interest Notes Linked to the Least

Performing of the Russell 2000

Index, the S&P 500

Index and

the SPDR

S&P

Regional Banking ETF due July 6, 2026

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

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

the closing value of each of the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF,

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

Barrier.

● The notes will be automatically called if the closing value of each Underlying on any Review Date (other than the first,

second and final Review Dates) is greater than or equal to its Initial Value.

● The earliest date on which an automatic call may be initiated is October 31, 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.

● Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the

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

● Minimum denominations of $1,000 and integral multiples thereof

● The notes priced on July 31, 2024 and are expected to settle on or about August 5, 2024.

● CUSIP: 48135PNT4

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

prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11 of

the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-5 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, prospectus and prospectus addendum. Any representation to the contrary is a

criminal offense.

Price to Public (1)

Fees and Commissions (2)

Proceeds to Issuer

Per note

$1,000

$6.7029

$993.2971

Total

$377,000

$2,527

$374,473

(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 $7.25 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 $973.40 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.

PS-1| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Underlyings: The Russell 2000

Index (Bloomberg ticker:

RTY) and the S&P 500

Index (Bloomberg ticker: SPX) (each

an “Index” and collectively, the “Indices”) and the SPDR

S&P

Regional Banking ETF (Bloomberg ticker: KRE) (the “Fund”)

(each of the Indices and the Fund, an “Underlying” and

collectively, the “Underlyings”)

Contingent Interest Payments:

If the notes have not been automatically called and the closing

value of each Underlying on any Review Date is greater than or

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

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

Contingent Interest Payment equal to $9.1667 (equivalent to a

Contingent Interest Rate of 11.00% per annum, payable at a

rate of 0.91667% per month).

If the closing value of any Underlying on any Review Date is

less than its Interest Barrier, no Contingent Interest Payment

will be made with respect to that Review Date.

Contingent Interest Rate: 11.00% per annum, payable at a

rate of 0.91667% per month

Interest Barrier: With respect to each Underlying, 70.00% of its

Initial Value, which is 1,578.1388 for the Russell 2000

Index,

3,865.61 for the S&P 500

Index and $40.796 for the SPDR

S&P

Regional Banking ETF

Trigger Value: With respect to each Underlying, 60.00% of its

Initial Value, which is 1,352.6904 for the Russell 2000

Index,

3,313.38 for the S&P 500

Index and $34.968 for the SPDR

S&P

Regional Banking ETF

Pricing Date: July 31, 2024

Original Issue Date (Settlement Date): On or about August 5,

2024

Review Dates*: September 3, 2024, September 30, 2024,

October 31, 2024, December 2, 2024, December 31, 2024,

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

2025, June 2, 2025, June 30, 2025, July 31, 2025, September

2, 2025, September 30, 2025, October 31, 2025, December 1,

2025, December 31, 2025, February 2, 2026, March 2, 2026,

March 31, 2026, April 30, 2026, June 1, 2026 and June 30,

2026 (final Review Date)

Interest Payment Dates*: September 6, 2024, October 3,

2024, November 5, 2024, December 5, 2024, January 6, 2025,

February 5, 2025, March 5, 2025, April 3, 2025, May 5, 2025,

June 5, 2025, July 3, 2025, August 5, 2025, September 5, 2025,

October 3, 2025, November 5, 2025, December 4, 2025,

January 6, 2026, February 5, 2026, March 5, 2026, April 6,

2026, May 5, 2026, June 4, 2026 and the Maturity Date

Maturity Date*: July 6, 2026

Call Settlement Date*: If the notes are automatically called on

any Review Date (other than the first, second and final Review

Dates), the first Interest Payment Date immediately following

that Review Date

* 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 Multiple Underlyings” and

“General Terms of Notes — Postponement of a Payment Date” in the

accompanying product supplement

Automatic Call:

If the closing value of each Underlying on any Review Date

(other than the first, second and final Review Dates) is greater

than or equal to its Initial Value, the notes will be automatically

called for a cash payment, for each $1,000 principal amount

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

Payment applicable to that Review Date, payable on the

applicable Call Settlement Date. No further payments will be

made on the notes.

Payment at Maturity:

If the notes have not been automatically called and the Final

Value of each Underlying is greater than or equal to its 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.

If the notes have not been automatically called and the Final

Value of any Underlying is less than its Trigger Value, your

payment at maturity per $1,000 principal amount note will be

calculated as follows:

$1,000 + ($1,000 × Least Performing Underlying Return)

If the notes have not been automatically called and the Final

Value of any Underlying is less than its Trigger Value, you will

lose more than 40.00% of your principal amount at maturity and

could lose all of your principal amount at maturity.

Least Performing Underlying: The Underlying with the Least

Performing Underlying Return

Least Performing Underlying Return: The lowest of the

Underlying Returns of the Underlyings

Underlying Return: With respect to each Underlying,

(Final Value – Initial Value)

Initial Value

Initial Value: With respect to each Underlying, the closing value

of that Underlying on the Pricing Date, which was 2,254.484 for

the Russell 2000

Index, 5,522.30 for the S&P 500

Index and

$58.28 for the SPDR

S&P

Regional Banking ETF

Final Value: With respect to each Underlying, the closing value

of that Underlying on the final Review Date

Share Adjustment Factor: The Share Adjustment Factor is

referenced in determining the closing value of the Fund and is

set equal to 1.0 on the Pricing Date. The Share Adjustment

Factor is subject to adjustment upon the occurrence of certain

events affecting the Fund. See “The Underlyings – Funds –

Anti-Dilution Adjustments” in the accompanying product

supplement for further information.

PS-2| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

Supplemental Terms of the Notes

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

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

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

the notes or any other party.

How the Notes Work

Payments in Connection with the First and Second Review Dates

First and Second Review Dates

Compare the closing value of each Underlying to its Interest Barrier on each Review Date.

The closing value of each Underlying is greater than or

equal to its Interest Barrier.

You will receive a Contingent Interest Payment on the

applicable Interest Payment Date.

Proceed to the next Review Date.

The closing value of any Underlying is less than its

Interest Barrier.

No Contingent Interest Payment will be made with respect to

the applicable Review Date.

Proceed to the next Review Date.

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

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

Initial

Value

Compare the closing value of each Underlying to its Initial Value and its Interest Barrier on each Review Date until the

final Review Date or any earlier automatic call.

The closing value of

each Underlying is

greater than or

equal to its Initial

Value.

Automatic Call

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

receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review

Date.

No further payments will be made on the notes.

The closing value of

any Underlying is

less than its Initial

Value.

Automatic

Call

The closing value of

each Underlying is

greater than or equal

to its Interest Barrier.

You will receive a Contingent Interest

Payment on the applicable Interest

Payment Date.

Proceed to the next Review Date.

The closing value of any

Underlying is less than

its Interest Barrier.

No Contingent Interest Payment will be

made with respect to the applicable

Review Date.

Proceed to the next Review Date.

PS-3| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

Payment at Maturity If the Notes Have Not Been Automatically Called

Review Dates

Preceding the Final

Review Date

Final Review Date

Payment at Maturity

The notes are not

automatically called.

The Final Value of each Underlying is greater

than or equal to its Trigger Value.

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

Contingent Interest Payment, if any,

applicable to the final Review Date.

Proceed to maturity

The Final Value of any Underlying is less than

its Trigger Value.

You will receive:

$1,000 + ($1,000 × Least Performing

Underlying Return)

Under these circumstances, you will

lose some or all of your principal

amount at maturity.

Total Contingent Interest Payments

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

notes based on the Contingent Interest Rate of 11.00% per annum, depending on how many Contingent Interest Payments are made

prior to automatic call or maturity.

Number of Contingent

Interest Payments

Total Contingent Interest

Payments

$210.8333

$201.6667

$192.5000

$183.3333

$174.1667

$165.0000

$155.8333

$146.6667

$137.5000

$128.3333

$119.1667

$110.0000

$100.8333

$91.6667

$82.5000

$73.3333

$64.1667

$55.0000

$45.8333

$36.6667

$27.5000

$18.3333

$9.1667

$0.0000

PS-4| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

Hypothetical Payout Examples

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

for the hypothetical Least Performing Underlying on the Review Dates. Each hypothetical payment set forth below assumes that

the closing value of each Underlying that is not the Least Performing Underlying on each Review Date is greater than or equal

to its Initial Value (and therefore its Interest Barrier and Trigger Value).

In addition, the hypothetical payments set forth below assume the following:

● an Initial Value for the Least Performing Underlying of 100.00;

● an Interest Barrier for the Least Performing Underlying of 70.00 (equal to 70.00% of its hypothetical Initial Value);

● a Trigger Value for the Least Performing Underlying of 60.00 (equal to 60.00% of its hypothetical Initial Value); and

● a Contingent Interest Rate of 11.00% per annum (payable at a rate of 0.91667% per month).

The hypothetical Initial Value of the Least Performing Underlying of 100.00 has been chosen for illustrative purposes only and does not

represent the actual Initial Value of any Underlying.

The actual Initial Value of each Underlying is the closing value of that Underlying on the Pricing Date and is specified under “Key Terms

- Initial Value” in this pricing supplement. For historical data regarding the actual closing values of each Underlying, please see the

historical information set forth under “The Underlyings” 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 are automatically called on the third Review Date.

Date

Closing Value of Least

Performing Underlying

Payment (per $1,000 principal amount note)

First Review Date

105.00

$9.1667

Second Review Date

110.00

$9.1667

Third Review Date

110.00

$1,009.1667

Total Payment

$1,027.50 (2.75% return)

Because the closing value of each Underlying on the third Review Date is greater than or equal to its Initial Value, the notes will be

automatically called for a cash payment, for each $1,000 principal amount note, of $1,009.1667 (or $1,000 plus the Contingent Interest

Payment applicable to the third Review Date), payable on the applicable Call Settlement Date. The notes are not automatically callable

before the third Review Date, even though the closing value of each Underlying on each of the first and second Review Dates is greater

than its Initial Value. 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 $1,027.50. No further payments will be made on the notes.

Example 2 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying

is greater than or equal to its Trigger Value and its Interest Barrier.

Date

Closing Value of Least

Performing Underlying

Payment (per $1,000 principal amount note)

First Review Date

95.00

$9.1667

Second Review Date

85.00

$9.1667

Third through Twenty-

Second Review Dates

Less than Interest Barrier

Final Review Date

90.00

$1,009.1667

Total Payment

$1,027.50 (2.75% return)

Because the notes have not been automatically called and the Final Value of the Least Performing Underlying is greater than or equal

to its Trigger Value and its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,009.1667 (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 $1,027.50.

PS-5| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

Example 3 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying

is less than its Interest Barrier but is greater than or equal to its Trigger Value.

Date

Closing Value of Least

Performing Underlying

Payment (per $1,000 principal amount note)

First Review Date

80.00

$9.1667

Second Review Date

75.00

$9.1667

Third through Twenty-

Second Review Dates

Less than Interest Barrier

Final Review Date

60.00

$1,000.00

Total Payment

$1,018.3333 (1.83333% return)

Because the notes have not been automatically called and the Final Value of the Least Performing Underlying is less than its Interest

Barrier but is greater than or equal to its 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 Review Dates, the total amount paid, for

each $1,000 principal amount note, is $1,018.3333.

Example 4 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying

is less than its Trigger Value.

Date

Closing Value of Least

Performing Underlying

Payment (per $1,000 principal amount note)

First Review Date

50.00

Second Review Date

55.00

Third through Twenty-

Second Review Dates

Less than Interest Barrier

Final Review Date

50.00

$500.00

Total Payment

$500.00 (-50.00% return)

Because the notes have not been automatically called, the Final Value of the Least Performing Underlying is less than its Trigger Value

and the Least Performing Underlying Return is -50.00%, the payment at maturity will be $500.00 per $1,000 principal amount note,

calculated as follows:

$1,000 + [$1,000 × (-50.00%)] = $500.00

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term

or until automatically called. 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 and in Annex A to the accompanying prospectus addendum.

● 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 automatically called and the Final Value of any

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

the Least Performing Underlying is less than its Initial Value. Accordingly, under these circumstances, you will lose more than

40.00% 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 automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if

the closing value of each Underlying on that Review Date is greater than or equal to its Interest Barrier. If the closing value of any

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

Review Date. Accordingly, if the closing value of any Underlying on each Review Date is less than its 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.

PS-6| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

● 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 and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan 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 key operating subsidiary of JPMorgan Chase & Co. and in a

bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet 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 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. 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 any Underlying, which may be significant. You will not participate in any appreciation of any

Underlying.

● 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.

● THERE ARE RISKS ASSOCIATED WITH THE FUND —

The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the

implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could

adversely affect the market price of the shares of the Fund and, consequently, the value of the notes.

● THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,

MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET

VALUE PER SHARE —

The Fund does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and may hold securities different

from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and

fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between

the performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying

the Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its Underlying

Index. Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply and investor

demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund.

During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants

may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely

affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.

Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and

sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from

the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the

performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and adversely

affect the value of the notes in the secondary market and/or reduce any payment on the notes.

● AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH

RESPECT TO THE RUSSELL 2000

INDEX —

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

to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend

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

● RISKS ASSOCIATED WITH THE BANKING INDUSTRY WITH RESPECT TO THE FUND —

All or substantially all of the equity securities held by the Fund are issued by companies whose primary line of business is directly

associated with the banking industry. As a result, the value of the notes may be subject to greater volatility and be more adversely

affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to

securities of a more broadly diversified group of issuers. The performance of bank stocks may be affected by extensive

governmental regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the

interest rates and fees they can charge and the amount of capital they must maintain. Profitability is largely dependent on the

availability and cost of capital funds and can fluctuate significantly when interest rates change. Credit losses resulting from financial

difficulties of borrowers can negatively impact the banking companies. Banks may also be subject to severe price competition.

Competition is high among banking companies and failure to maintain or increase market share may result in lost market share.

These factors could affect the banking industry and could affect the value of the equity securities held by the Fund and the price of

the Fund during the term of the notes, which may adversely affect the value of your notes.

PS-7| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING—

Payments on the notes are not linked to a basket composed of the Underlyings and are contingent upon the performance of each

individual Underlying. Poor performance by any of the Underlyings over the term of the notes may result in the notes not being

automatically called on a Review Date, may negatively affect whether you will receive a Contingent Interest Payment on any

Interest Payment Date and your payment at maturity and will not be offset or mitigated by positive performance by any other

Underlying.

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

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

If the Final Value of any Underlying is less than its Trigger Value and the notes have not been automatically called, the benefit

provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Underlying.

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

If your notes are automatically called, the term of the notes may be reduced to as short as approximately three months and you will

not receive any Contingent Interest Payments after the applicable Call Settlement 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 the notes are called 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 FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING

OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.

● THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —

The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.

However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an

event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and

adversely affected.

● THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR TRIGGER

VALUE IS GREATER IF THE VALUE OF THAT UNDERLYING IS VOLATILE.

● 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).

PS-8| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

● 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 values of the Underlyings. 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 Underlyings

The Russell 2000

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

Index and, as a result of the index

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

Index. The Russell 2000

Index is

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

Russell 2000

Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying supplement.

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.

The SPDR

S&P

Regional Banking ETF is an exchange-traded fund of the SPDR

Series Trust, a registered investment company,

that seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an

index derived from the regional banking segment of the U.S. banking industry, which we refer to as the Underlying Index with respect to

the SPDR

S&P

Regional Banking ETF. The Underlying Index with respect to the SPDR

S&P

Regional Banking ETF is currently the

S&P

Regional Banks Select Industry

Index. The S&P

Regional Banks Select Industry

Index is a modified equal-weighted index

that is designed to measure the performance of the GICS

regional banks sub-industry of the S&P Total Market Index. For additional

information about the SPDR

S&P

Regional Banking ETF, see “Fund Descriptions — The SPDR

S&P

Industry ETFs” in the

accompanying underlying supplement.

PS-9| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

Historical Information

The following graphs set forth the historical performance of each Underlying based on the weekly historical closing values from January

4, 2019 through July 26, 2024. The closing value of the Russell 2000

Index on July 31, 2024 was 2,254.484. The closing value of the

S&P 500

Index on July 31, 2024 was 5,522.30. The closing value of the SPDR

S&P

Regional Banking ETF on July 31, 2024 was

$58.28. We obtained the closing values above and below from the Bloomberg Professional

service (“Bloomberg”), without

independent verification. The closing values of the Fund above and below may have been adjusted by Bloomberg for actions taken by

the Fund, such as stock splits.

The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be

given as to the closing value of any Underlying on any Review Date. There can be no assurance that the performance of the

Underlyings will result in the return of any of your principal amount or the payment of any interest.

Historical Performance of the Russell 2000

Index

Source: Bloomberg

Historical Performance of the S&P 500

Index

Source: Bloomberg

PS-10| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

Historical Performance of the SPDR

S&P

Regional Banking ETF

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.

PS-11| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

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, 2027 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

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.

PS-12| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

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.

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 Underlyings” 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, 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 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 and in Annex A to the accompanying prospectus addendum, 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.

PS-13| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Least Performing of

the Russell 2000

Index, the S&P 500

Index and the SPDR

S&P

Regional Banking ETF

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

● Prospectus addendum dated June 3, 2024:

http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm

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.

JPMorgan Chase Financial 424B2Prospectus for primary offering