424B2

April 20, 2023 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)

 

JPMorgan Chase Financial Company LLC

Structured Investments

$103,000

Auto Callable Contingent Interest Notes Linked to the MerQube

US Tech+ Vol Advantage Index due April 21, 2028

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 MerQube US Tech+ Vol Advantage Index, which we refer to as the Index, is greater than or equal to

60.00% of the Strike Value, which we refer to as the Interest Barrier.

●The notes will be automatically called if the closing level of the Index on any Review Date (other than the first through

eleventh and final Review Dates) is greater than or equal to the Strike Value.

●The earliest date on which an automatic call may be initiated is April 18, 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 Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of the

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

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

deduction. See “Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the Index

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

●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 20, 2023 (the “Pricing Date”) and are expected to settle on or about April 25, 2023. The Strike

Value has been determined by reference to the closing level of the Index on April 18, 2023 and not by reference to

the closing level of the Index on the Pricing Date.

●CUSIP:48133VN55

 

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-8 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	$8.50	$991.50
Total	$103,000	$875.50	$102,124.50
(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 of $8.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

The estimated value of the notes, when the terms of the notes were set, was $932.30 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. 5-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 MerQube US Tech+ Vol Advantage Index (Bloomberg ticker: MQUSTVA). The level of the Index reflects a deduction of 6.0% per annum that accrues daily. Contingent Interest Payments: If the notes have not been automatically called and the closing level of the Index on any 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 $12.5417 (equivalent to a Contingent Interest Rate of 15.05% per annum, payable at a rate of 1.25417% 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:15.05% per annum, payable at a rate of 1.25417% per month Interest Barrier/Trigger Value:60.00% of the Strike Value, which is 4,101.558 Strike Date: April 18, 2023 Pricing Date:April 20, 2023 Original Issue Date (Settlement Date):On or about April 25, 2023 Review Dates*:As specified under “Key Terms Relating to the Review Dates and Interest Payment Dates” in this pricing supplement Interest Payment Dates*:As specified under “Key Terms Relating to the Review Dates and Interest Payment Dates” in this pricing supplement Maturity Date*:April 21, 2028 Call Settlement Date*:If the notes are automatically called on any Review Date (other than the first through eleventh 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 “Supplemental Terms of Notes — Postponement of a Determination Date — Notes Linked Solely to an Index” in the accompanying underlying supplement and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement Automatic Call: If the closing level of the Index on any Review Date (other than the first through eleventh and final Review Dates) is greater than or equal to the Strike 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 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 automatically called 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 automatically called and the Final Value is less than the 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. Index Return: (Final Value – Strike Value) Strike Value Strike Value:The closing level of the Index on the Strike Date, which was 6,835.93. The Strike Value is not the closing level of the Index on the Pricing Date. Final Value:The closing level of the Index on the final Review Date

PS-1 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

Key Terms Relating to the Review Dates and Interest Payment Dates

 

Review Dates*: May 18, 2023, June 20, 2023, July 18, 2023, August 18, 2023, September 18, 2023, October 18, 2023, November 20, 2023, December 18, 2023, January 18, 2024, February 20, 2024, March 18, 2024, April 18, 2024, May 20, 2024, June 18, 2024, July 18, 2024, August 19, 2024, September 18, 2024, October 18, 2024, November 18, 2024, December 18, 2024, January 21, 2025, February 18, 2025, March 18, 2025, April 21, 2025, May 19, 2025, June 18, 2025, July 18, 2025, August 18, 2025, September 18, 2025, October 20, 2025, November 18, 2025, December 18, 2025, January 20, 2026, February 18, 2026, March 18, 2026, April 20, 2026, May 18, 2026, June 18, 2026, July 20, 2026, August 18, 2026, September 18, 2026, October 19, 2026, November 18, 2026, December 18, 2026, January 19, 2027, February 18, 2027, March 18, 2027, April 19, 2027, May 18, 2027, June 21, 2027, July 19, 2027, August 18, 2027, September 20, 2027, October 18, 2027, November 18, 2027, December 20, 2027, January 18, 2028, February 18, 2028, March 20, 2028 and April 18, 2028 (final Review Date) Interest Payment Dates*: May 23, 2023, June 23, 2023, July 21, 2023, August 23, 2023, September 21, 2023, October 23, 2023, November 24, 2023, December 21, 2023, January 23, 2024, February 23, 2024, March 21, 2024, April 23, 2024, May 23, 2024, June 24, 2024, July 23, 2024, August 22, 2024, September 23, 2024, October 23, 2024, November 21, 2024, December 23, 2024, January 24, 2025, February 21, 2025, March 21, 2025, April 24, 2025, May 22, 2025, June 24, 2025, July 23, 2025, August 21, 2025, September 23, 2025, October 23, 2025, November 21, 2025, December 23, 2025, January 23, 2026, February 23, 2026, March 23, 2026, April 23, 2026, May 21, 2026, June 24, 2026, July 23, 2026, August 21, 2026, September 23, 2026, October 22, 2026, November 23, 2026, December 23, 2026, January 22, 2027, February 23, 2027, March 23, 2027, April 22, 2027, May 21, 2027, June 24, 2027, July 22, 2027, August 23, 2027, September 23, 2027, October 21, 2027, November 23, 2027, December 23, 2027, January 21, 2028, February 24, 2028, March 23, 2028 and the Maturity Date * Subject to postponement in the event of a market disruption event and as described under “Supplemental Terms of Notes — Postponement of a Determination Date — Notes Linked Solely to an Index” in the accompanying underlying supplement and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement

PS-2 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

The MerQube US Tech+ Vol Advantage Index

 

The MerQube US Tech+ Vol Advantage Index (the “Index”) was developed by MerQube (the “Index Sponsor” and “Index Calculation

Agent”), in coordination with JPMS, and is maintained by the Index Sponsor and is calculated and published by the Index Calculation

Agent. The Index was established on June 22, 2021. In September 2021, an affiliate of ours purchased a 10% equity interest in the

Index Sponsor, with a right to appoint an employee of JPMS, another of our affiliates, as a member of the board of directors of the Index

Sponsor.

The Index attempts to provide a dynamic rules-based exposure to an unfunded rolling position in E-Mini Nasdaq-100 futures (the

“Futures Contracts”), which reference the Nasdaq-100 Index®, while targeting a level of implied volatility, with a maximum exposure to

the Futures Contracts of 500% and a minimum exposure to the Futures Contracts of 0%. The Index is subject to a 6.0% per annum daily

deduction. The Nasdaq-100 Index® is a modified market capitalization-weighted index of 100 of the largest non-financial securities listed

on The Nasdaq Stock Market based on market capitalization. For more information about the Futures Contracts and the Nasdaq-100

Index®, see “Background on E-Mini Nasdaq-100 Futures” and “Background on the Nasdaq-100 Index®”, respectively, in the

accompanying underlying supplement.

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

“target volatility”) divided by (b) the one-week implied volatility of the Invesco QQQ TrustSM, Series 1 (the “QQQ Fund”), subject to a

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

Contracts will equal 200% (or 35% / 17.5%) and if the implied volatility of the QQQ Fund is equal to 40%, the exposure to the Futures

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

volatility of the QQQ Fund is below 35%, and the Index’s exposure to the Futures Contracts will be less than 100% when the implied

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

being more stable over time than if no target volatility feature were employed. No assurance can be provided that the volatility of the

Index will be stable at any time.

The investment objective of the QQQ Fund is to seek to track the investment results, before fees and expenses, of the Nasdaq-100

Index®. For more information about the QQQ Fund, see “Background on the Invesco QQQ TrustSM, Series 1” in the accompanying

underlying supplement. The Index uses the implied volatility of the QQQ Fund as a proxy for the volatility of the Futures Contracts.

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

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

a deduction.

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

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

hypothetical note issued by us linked to an identical index without a daily deduction. However, there can be no assurance that any

improvement in the terms of the notes derived from the daily deduction will offset the negative effect of the daily deduction on the

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

identical index without a daily deduction.

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

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

internal pricing models use to value the derivative or derivatives underlying the economic terms of the notes for purposes of determining

the estimated value of the notes set forth on the cover of this pricing supplement. The daily deduction will effectively reduce the value of

the derivative or derivatives underlying the economic terms of the notes. See “The Estimated Value of the Notes” and “Selected Risk

Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes” in this pricing supplement.

The Index is subject to risks associated with the use of significant leverage. In addition, the Index may be significantly

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

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

invested.

No assurance can be given that the investment strategy used to construct the Index will achieve its intended results or that the

Index will be successful or will outperform any alternative index or strategy that might reference the Futures Contracts.

For additional information about the Index, see “The MerQube Vol Advantage Index Series” in the accompanying underlying supplement.

PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

Supplemental Terms of the Notes

 

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

amended (the “Commodity Exchange Act”). The notes are offered pursuant to an exemption from regulation under the Commodity

Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments

indexed to the value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are not afforded

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

How the Notes Work

 

Payments in Connection with the First through Eleventh Review Dates

 

Payments in Connection with Review Dates (Other than the First through Eleventh and Final Review Dates)

 

PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

Payment at Maturity If the Notes Have Not Been Automatically Called

 

PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

Total Contingent Interest Payments

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

notes based on the Contingent Interest Rate of 15.05% 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
60	$752.5000
59	$739.9583
58	$727.4167
57	$714.8750
56	$702.3333
55	$689.7917
54	$677.2500
53	$664.7083
52	$652.1667
51	$639.6250
50	$627.0833
49	$614.5417
48	$602.0000
47	$589.4583
46	$576.9167
45	$564.3750
44	$551.8333
43	$539.2917
42	$526.7500
41	$514.2083
40	$501.6667
39	$489.1250
38	$476.5833
37	$464.0417
36	$451.5000
35	$438.9583
34	$426.4167
33	$413.8750
32	$401.3333
31	$388.7917
30	$376.2500
29	$363.7083
28	$351.1667
27	$338.6250
26	$326.0833
25	$313.5417
24	$301.0000
23	$288.4583
22	$275.9167
21	$263.3750
20	$250.8333
19	$238.2917
18	$225.7500
17	$213.2083
16	$200.6667
15	$188.1250
14	$175.5833
13	$163.0417
12	$150.5000
11	$137.9583
10	$125.4167
9	$112.8750
8	$100.3333
7	$87.7917
6	$75.2500
5	$62.7083
4	$50.1667
3	$37.6250
2	$25.0833
1	$12.5417
0	$0.0000

PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

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:

●a Strike Value of 100.00;

●an Interest Barrier and a Trigger Value of 60.00 (equal to 60.00% of the hypothetical Strike Value); and

●a Contingent Interest Rate of 15.05% per annum (payable at a rate of 1.25417% per month).

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

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

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

“Hypothetical Back-Tested Data and Historical Information” 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 twelfth Review Date.

Date	Closing Level	Payment (per $1,000 principal amount note)
First Review Date	105.00	$12.5417
Second Review Date	110.00	$12.5417
Third through Eleventh Review Dates	Greater than Interest Barrier	$12.5417
Twelfth Review Date	110.00	$1,012.5417
	Total Payment	$1,150.50 (15.05% return)

Because the closing level of the Index on the twelfth Review Date is greater than or equal to the Strike Value, the notes will be

automatically called for a cash payment, for each $1,000 principal amount note, of $1,012.5417 (or $1,000 plus the Contingent Interest

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

before the twelfth Review Date, even though the closing level of the Index on each of the first through eleventh Review Dates is greater

than the Strike 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 $1,150.50. No further payments will be made on the notes.

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

Date	Closing Level	Payment (per $1,000 principal amount note)
First Review Date	95.00	$12.5417
Second Review Date	85.00	$12.5417
Third through Fifty-Ninth Review Dates	Less than Interest Barrier	$0
Final Review Date	90.00	$1,012.5417
	Total Payment	$1,037.625 (3.7625% return)

Because the notes have not been automatically called 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 $1,012.5417 (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 $1,037.625.

PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

Example 3 — Notes have NOT been automatically called and the Final Value is less than the Trigger Value.

Date	Closing Level	Payment (per $1,000 principal amount note)
First Review Date	50.00	$0
Second Review Date	55.00	$0
Third through Fifty-Ninth Review Dates	Less than Interest Barrier	$0
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 is less than the Trigger Value and the Index 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.

Risks Relating to the Notes Generally

●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 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 Strike

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 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.

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

The Index is subject to a 6.0% per annum daily deduction. The level of the Index will trail the value of an identically constituted

synthetic portfolio that is not subject to any such deduction.

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

Index’s investment strategy, exacerbating negative returns of its investment strategy and causing the level of the Index to decline

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

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

strategy is greater than the index deduction. As a result of the index deduction, the level of the Index may decline even if the return

of its investment strategy is positive.

The daily deduction is one of the inputs our affiliates’ internal pricing models use to value the derivative or derivatives underlying the

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

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

the notes. See “The Estimated Value of the Notes” and “— Risks Relating to the Estimated Value and Secondary Market Prices of

the Notes” in this pricing supplement.

●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.

PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

●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.

●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 automatically called, the benefit provided by the Trigger

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

●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 one year 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 OR OTHER DISTRIBUTIONS ON THE SECURITIES UNDERLYING THE NASDAQ-100

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

THE INDEX.

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

IS GREATER IF THE LEVEL OF THE INDEX IS VOLATILE.

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

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

FUTURE —

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

independent investigation of the merits of investing in the notes, the Index and the futures contracts composing the 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.

Risks Relating to Conflicts of Interest

●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.

In September 2021, an affiliate of ours purchased a 10% equity interest in the Index Sponsor, with a right to appoint an employee of

JPMS, another of our affiliates, as a member of the board of directors of the Index Sponsor. The Index Sponsor can implement

policies, make judgments or enact changes to the Index methodology that could negatively affect the performance of the Index. The

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

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

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

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

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

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

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

Chase & Co., as the parent company of JPMS, ultimately controls JPMS. The policies and judgments for which JPMS was

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

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

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

Risks Relating to the Estimated Value and Secondary Market Prices of the Notes

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

NOTES —

The estimated value of 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.

PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

●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.

Risks Relating to the Index

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

RESPECT OF THE FUTURES CONTRACTS —

No assurance can be given that the investment strategy on which the Index is based will be successful or that the Index will

outperform any alternative strategy that might be employed with respect to the Futures Contracts.

●THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY —

No assurance can be given that the Index will maintain an annualized realized volatility that approximates its target volatility of 35%.

The Index’s target volatility is a level of implied volatility and therefore the actual realized volatility of the Index may be greater or

less than the target volatility. On each weekly Index rebalance day, the Index’s exposure to the Futures Contracts is set equal to (a)

the 35% implied volatility target divided by (b) the one-week implied volatility of the QQQ Fund, subject to a maximum exposure of

500%. The Index uses the implied volatility of the QQQ Fund as a proxy for the volatility of the Futures Contracts. However, there is

no guarantee that the methodology used by the Index to determine the implied volatility of the QQQ Fund will be representative of

the implied or realized volatility of the Futures Contracts. The performance of the QQQ Fund may not correlate with the performance

of the Futures Contracts, particularly during periods of market volatility. In addition, the volatility of the Futures Contracts on any day

may change quickly and unexpectedly and realized volatility may differ significantly from implied volatility. In general, over time, the

realized volatilities of the QQQ Fund and the Futures Contracts have tended to be lower than their respective implied volatilities;

however, at any time those realized volatilities may exceed their respective implied volatilities, particularly during periods of market

volatility. Accordingly, the actual realized annualized volatility of the Index may be greater than or less than the target volatility, which

may adversely affect the level of the Index and the value of the notes.

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

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

the implied volatility of the QQQ Fund is below 35%, subject to a maximum exposure of 500%. Under normal market conditions in

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

leverage in the past, except during periods of elevated volatility. When leverage is employed, any movements in the prices of the

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

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

the Index. Because the Index’s leverage is adjusted only on a weekly basis, in situations where a significant increase in volatility is

accompanied by a significant decline in the value of the Futures Contracts, the level of the Index may decline significantly before the

following Index rebalance day when the Index’s exposure to the Futures Contracts would be reduced.

PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

●THE INDEX MAY BE SIGNIFICANTLY UNINVESTED —

On a weekly Index rebalance day, the Index’s exposure to the Futures Contracts will be less than 100% when the implied volatility of

the QQQ Fund is above 35%. If the Index’s exposure to the Futures Contracts is less than 100%, the Index will not be fully invested,

and any uninvested portion will earn no return. The Index may be significantly uninvested on any given day, and will realize only a

portion of any gains due to appreciation of the Futures Contracts on any such day. The 6.0% per annum deduction is deducted daily,

even when the Index is not fully invested.

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

FUTURES CONTRACT INCLUDED IN THE INDEX —

As the Futures Contracts included in the Index come to expiration, they are replaced by Futures Contracts that expire three months

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

that expires three months from that time. This process is referred to as “rolling.” Excluding other considerations, if the market for the

Futures Contracts is in “contango,” where the prices are higher in the distant delivery months than in the nearer delivery months, the

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

thereby creating a negative “roll yield.” In addition, excluding other considerations, if the market for the Futures Contracts is in

“backwardation,” where the prices are lower in the distant delivery months than in the nearer delivery months, the purchase of the

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

positive “roll yield.” The presence of contango in the market for the Futures Contracts could adversely affect the level of the Index

and, accordingly, any payment on the notes.

●THE INDEX IS AN EXCESS RETURN INDEX THAT DOES NOT REFLECT “TOTAL RETURNS” —

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

three sources: (a) changes in the price of the relevant futures contracts (which is known as the “price return”); (b) any profit or loss

realized when rolling the relevant futures contracts (which is known as the “roll return”); and (c) any interest earned on the cash

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

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

roll return associated with an investment in the Futures Contracts). By contrast, a total return index, in addition to reflecting those

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

collateral return associated with an investment in the Futures Contracts). Investing in the notes will not generate the same return as

would be generated from investing in a total return index related to the Futures Contracts.

●AN INVESTMENT IN THE NOTES WILL BE SUBJECT TO RISKS ASSOCIATED WITH NON-U.S. SECURITIES —

Some of the equity securities composing the Nasdaq-100 Index® are issued by non-U.S. companies. Investments in securities

linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of those

non-U.S. equity securities. The prices of securities issued by non-U.S. companies may be affected by political, economic, financial

and social factors in the home countries of those issuers, or global regions, including changes in government, economic and fiscal

policies and currency exchange laws.

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

The Index generally provides exposure to a single futures contract on the Nasdaq-100 Index® that trades on the Chicago Mercantile

Exchange. Accordingly, the notes are less diversified than other funds, investment portfolios or indices investing in or tracking a

broader range of products and, therefore, could experience greater volatility. You should be aware that other indices may be more

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

from any of the advantages of a diversified investment and will bear the risks of a highly concentrated investment.

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

The Index tracks the returns of futures contracts. The price of a futures contract depends not only on the price of the underlying

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

demand relationships, interest rates, governmental and regulatory policies and the policies of the exchanges on which the futures

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

including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. These

factors and others can cause the prices of futures contracts to be volatile.

●SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN FUTURES CONTRACTS MAY ADVERSELY AFFECT THE VALUE

OF YOUR NOTES —

Futures markets like the Chicago Mercantile Exchange, the market for the Futures Contracts, are subject to temporary distortions or

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

government regulation and intervention. In addition, futures exchanges have regulations that limit the amount of fluctuation in some

futures contract prices that may occur during a single day. These limits are generally referred to as “daily price fluctuation limits” and

the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price.” Once the

limit price has been reached in a particular contract, no trades may be made at a price beyond the limit, or trading may be limited for

a set period of time. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at

potentially disadvantageous times or prices. These circumstances could affect the level of the Index and therefore could affect

adversely the value of your notes.

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

NOT BE READILY AVAILABLE —

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

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

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

Index.

PS-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

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

AFFECT THE VALUE OF THE NOTES —

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

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

may adjust their positions, which may affect the prices of the Futures Contracts. As a result, the level of the Index may be affected,

which may adversely affect the value of the notes.

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

ARE SUBJECT TO INHERENT LIMITATIONS —

The hypothetical back-tested performance of the Index set forth under “Hypothetical Back-Tested Data and Historical Information” in

this pricing supplement is purely theoretical and does not represent the actual historical performance of the Index and has not been

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

back-tested performance is derived by means of the retroactive application of a back-tested model that has been designed with the

benefit of hindsight.  Alternative modelling techniques might produce significantly different results and may prove to be more

appropriate.  Past performance, and especially hypothetical back-tested performance, is not indicative of future results.  This type of

information has inherent limitations and you should carefully consider these limitations before placing reliance on such information.

●OTHER KEY RISKS:

oTHE INDEX WAS ESTABLISHED ON JUNE 22, 2021, AND MAY PERFORM IN UNANTICIPATED WAYS.

oTHE NOTES ARE NOT REGULATED BY THE COMMODITY FUTURES TRADING COMMISSION.

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

PERFORMANCE OF THE INDEX DURING THE TERM OF THE NOTES

Please refer to the “Risk Factors” section of the accompanying underlying supplement for more details regarding the above-listed and

other risks.

PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

Hypothetical Back-Tested Data and Historical Information

 

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

closing levels of the Index from January 5, 2018 through June 18, 2021, and the historical performance of the Index based on the weekly

historical closing levels of the Index from June 25, 2021 through April 14, 2023. The Index was established on June 22, 2021, as

represented by the vertical line in the following graph. All data to the left of that vertical line reflect hypothetical back-tested performance

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

April 20, 2023 was 6,716.07. We obtained the closing levels above and below from the Bloomberg Professional® service ("Bloomberg"),

without independent verification.

The data for the hypothetical back-tested performance of the Index set forth in the following graph are purely theoretical and do not

represent the actual historical performance of the Index. See “Selected Risk Considerations — Risks Relating to the Index —

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

above.

The hypothetical back-tested and historical closing levels of the Index should not be taken as an indication of future performance, and no

assurance can be given 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.

Hypothetical Back-Tested and Historical Performance of the

MerQube US Tech+ Vol Advantage Index

 

Source: Bloomberg

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

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

designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. No

representation is made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling

techniques or assumptions would produce different hypothetical back-tested closing levels of the Index that might prove to be more

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

PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

Tax Treatment

 

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

supplement no. 4-I. In determining our reporting responsibilities 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 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 — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes —

The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing supplement.

PS-14 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

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 — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated

Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes” 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 — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the

Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current

Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.

Supplemental Use of Proceeds

 

The notes 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 MerQube US Tech+ Vol Advantage 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.

PS-15 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

Validity of the Notes and the Guarantee

 

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., 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. 5-I dated April 13, 2023:

https://www.sec.gov/Archives/edgar/data/19617/000121390023029552/ea152733_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-16 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+ Vol Advantage Index

EX-FILING FEES

Exhibit 107.1

The pricing supplement to which this Exhibit is attached is a final prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $103,000.