Investing in the notes involves a number of risks. See “Risk Factors” beginning on page PS-12 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, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

The estimated value of the notes, when the terms of the notes were set, was $983.80 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.

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. 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” section of 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):

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.

The issuer of each Reference Stock, Bloomberg ticker symbol and the relevant exchange on which each Reference Stock is listed and the Stock Weight and the Initial Stock Price of each Reference Stock are set forth below.

JPMorgan Structured Investments —	PS-1
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-2
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Basket?

The following table and examples illustrate the hypothetical total return or payment at maturity on the notes. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. Each hypothetical total return or payment at maturity set forth below reflects the Basket Adjustment Factor of 99.00% and the Starting Basket Level of 100. Each hypothetical total return or payment at maturity set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.

The following examples illustrate how the payment at maturity in different hypothetical scenarios is calculated.

Example 1: The level of the Basket increases from the Starting Basket Level of 100.00 to an Ending Basket Level of 105.00. Because the Ending Basket Level of 105.00 is greater than the Starting Basket Level of 100.00 and the Basket Return is 5.00%, the investor receives a payment at maturity of $1,039.50 per $1,000 principal amount note, calculated as follows:

Example 2: The level of the Basket increases from the Starting Basket Level of 100.00 to an Ending Basket Level of 100.50. Although the Ending Basket Level of 100.50 is greater than the Starting Basket Level of 100.00 and the Basket Return is 0.50%, because of the negative effect of the Basket Adjustment Factor, the investor receives a payment at maturity of $994.95 per $1,000 principal amount note, calculated as follows:

Example 3: The level of the Basket decreases from the Starting Basket Level of 100.00 to an Ending Basket Level of 50.00. Because the Ending Basket Level of 50.00 is less than the Starting Basket Level of 100.00 and the Basket Return is
-50.00%, the investor receives a payment at maturity of $495.00 per $1,000 principal amount note, calculated as follows:

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term. These hypotheticals do not reflect 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.

JPMorgan Structured Investments —	PS-3
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement. Assuming this treatment is respected, subject to the possible application of the “constructive ownership” rules, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the notes could be materially and adversely affected. For example, the IRS could seek to treat you as the beneficial owner of the underlying securities for U.S. federal income tax purposes, in particular with respect to Cedar Fair L.P. In that event, you could be required to file tax returns in the jurisdictions in which Cedar Fair L.P. is doing business, including U.S. federal returns (even if you are a non-U.S. investor) and to recognize your allocable share of the taxable income earned by the entity (which, if you are a non-U.S. investor, could be subject to U.S. federal income tax). Moreover, if you are a Non-U.S. Holder, you could potentially be subject to a 10% withholding tax on a portion of the amount realized when you sell or exchange a note (including redemption at maturity). You should consult your tax advisor as to the possibility and the tax consequences in that event.

Even if the notes are treated as open transactions that are not debt instruments, the notes could be treated in whole or in part as “constructive ownership transactions” within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would otherwise be long-term capital gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260) would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a constant yield over your holding period for the notes. Our special tax counsel has not expressed an opinion with respect to whether or to what extent the constructive ownership rules might apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the potential application of the constructive ownership rules.

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; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. 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 and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice. As discussed in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax (or a lower rate under an applicable treaty) 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, even in cases where the derivatives do not provide for payments explicitly linked to dividends. Moreover, the applicable Treasury regulations generally require a “look through” of certain partnerships that own stock of U.S. corporations. Accordingly, the applicable Treasury regulations can deem non-U.S. investors to be receiving dividend equivalents in respect of those underlying U.S. stocks even if no payments on the notes are directly traceable to any such dividends. Each such linked U.S. stock and U.S. stock owned by an applicable partnership is an “Underlying Security”. Section 871(m) generally applies to notes that substantially replicate the economic performance of one or more Underlying Securities, as determined upon issuance, based on tests set forth in the applicable Treasury regulations (a “Specified Security”). We intend to treat the notes as Specified Securities and therefore as being subject to Section 871(m). Under the applicable Treasury regulations, the dividend equivalent amount is calculated using a formula that is based on the actual dividends paid with respect to the Underlying Securities (subject to certain assumptions), even if these dividends are not explicitly reflected in determining any payment on the note. We have estimated the implicit dividend equivalent amounts relating to all Underlying Securities with respect to a note as set forth in the table in Annex A. We

JPMorgan Structured Investments —	PS-4
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

will treat these amounts as payable on the dates set forth in the table in Annex A. If you are a non-U.S. Holder, you should expect withholding agents to withhold 30% (or a lower rate under the dividend provision of an applicable income tax treaty) of the estimated implicit dividend equivalent amounts from your payment at maturity, if not sooner, based on the payment schedule listed in the table in Annex A. Furthermore, if you sell or otherwise dispose of the notes prior to maturity, you should expect withholding agents to withhold 30% (or lower rate under the dividend provision of an applicable income tax treaty) of any estimated implicit dividend equivalent amounts that have accrued on the notes and that have not already been withheld on. We will not provide any further information concerning the actual dividend equivalent amounts, which may differ from our estimated implicit dividend equivalent amounts. You should consult your tax adviser regarding the application of these rules.

Our determinations (including with respect to the dividend equivalent amount) are generally binding on you, but are not binding on the IRS, and the IRS may disagree with our determinations. Section 871(m) is complex and its application may depend on your particular circumstances. You should consult your tax adviser regarding the application of Section 871(m) to the notes.

Withholding under legislation commonly referred to as “FATCA” may (if the notes are recharacterized as debt instruments) apply to amounts treated as interest paid with respect to the notes, as well as to payments of gross proceeds of a taxable disposition, including redemption at maturity, of a note although under recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply to payments of gross proceeds (other than any amount treated as interest). You should consult your tax adviser regarding the potential application of FATCA to the notes.

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Basket or any of the Reference Stocks. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement.

JPMorgan Structured Investments —	PS-5
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

not have any ownership interest or rights in any of the Reference Stocks, such as voting rights or dividend payments. In addition, the issuers of the Reference Stocks will not have any obligation to consider your interests as a holder of the notes in taking any corporate action that might affect the value of the relevant Reference Stocks and the notes.

We and/or our affiliates may also currently or from time to time engage in business with the Reference Stock issuers, including extending loans to, or making equity investments in, the Reference Stock issuers or providing advisory services to the Reference Stock issuers. In addition, one or more of our affiliates may publish research reports or otherwise express opinions with respect to the Reference Stock issuers, and these reports may or may not recommend that investors buy or hold the Reference Stocks. As a prospective purchaser of the notes, you should undertake an independent investigation of the Reference Stock issuers that in your judgment is appropriate to make an informed decision with respect to an investment in the notes.

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

JPMorgan Structured Investments —	PS-6
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

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. 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).

The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity. See “— Lack of Liquidity” below.

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 ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCKS IS LIMITED AND MAY BE DISCRETIONARY — The calculation agent will make adjustments to the Stock Adjustment Factor for each Reference Stock for certain corporate events affecting that Reference Stock. However, the calculation agent will not make an adjustment in response to all events that could affect each Reference Stock. 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. You should also be aware that the calculation agent may make adjustments in response to events that are not described in the accompanying product supplement to account for any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a holder of the notes in making these determinations.

JPMorgan Structured Investments —	PS-7
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

these sectors. As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single positive or negative economic, political or regulatory occurrence affecting these sectors than a different investment linked to securities of a more broadly diversified group of issuers.

JPMorgan Structured Investments —	PS-8
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

All information contained in this pricing supplement on the Reference Stocks and on the Reference Stock issuers is derived from publicly available sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the table below, and can be accessed through www.sec.gov.

We do not make any representation that these publicly available documents are accurate or complete. We obtained the closing prices below from Bloomberg, without independent verification. The closing prices below may have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

JPMorgan Structured Investments —	PS-9
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

According to publicly available filings of the relevant Reference Stock issuer with the SEC:

JPMorgan Structured Investments —	PS-10
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-11
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

The following graphs show the historical weekly performance of the Basket as a whole from February 7, 2020 through May 7, 2021, as well as the Reference Stocks (other than the common stock of The Walt Disney Company, the class A shares of MGM Growth Properties LLC, the common stock of Ulta Beauty, Inc., the common stock of Uber Technologies, Inc. and the common stock of Reynolds Consumer Products Inc.) from January 4, 2016 through May 7, 2021, the common stock of The Walt Disney Company from March 20, 2019 through May 7, 2021, the class A shares of MGM Growth Properties LLC from April 20, 2016 through May 7, 2021, the common stock of Ulta Beauty, Inc. from January 30, 2017 through May 7, 2021, the common stock of Uber Technologies, Inc. from May 10, 2019 through May 7, 2021 and the common stock of Reynolds Consumer Products Inc. from January 31, 2020 through May 7, 2021. The graph of the historical Basket performance assumes the closing level of the Basket on May 7, 2021 was 100 and the Stock Weights were as specified under “The Basket” in this pricing supplement.

We obtained the various closing prices below from the Bloomberg Professional^® service (“Bloomberg”), without independent verification. The closing prices may have been adjusted by Bloomberg for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since the commencement of trading of each Reference Stock, the price of that Reference Stock has experienced significant fluctuations. The historical performance of each Reference Stock and the historical performance of the Basket should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of each Reference Stock or the levels of the Basket on the Pricing Date or any Ending Averaging Date. There can be no assurance that the performance of the Basket will result in the return of any of your principal amount.

JPMorgan Structured Investments —	PS-12
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-13
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-14
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-15
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

†The vertical dotted line in the graph indicates March 20, 2019. In the graph, the performance to the left of the vertical dotted line reflects the common stock of Legacy Disney and the performance to the right of the vertical dotted line reflects the common stock of The Walt Disney Company.

JPMorgan Structured Investments —	PS-16
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-17
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-18
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-19
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-20
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-21
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-22
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-23
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-24
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-25
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-26
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

†The vertical dotted line in the graph indicates January 30, 2017, which was the first day of trading of Ulta Beauty Inc.. In the graph, the performance to the left of the vertical dotted line reflects the common stock of Ulta Salon and the performance to the right of the vertical dotted line reflects Ulta Beauty Inc.

JPMorgan Structured Investments —	PS-27
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-28
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

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. See “Selected Risk Considerations — The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates” in this pricing supplement.

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. We or one or more of our affiliates will retain any profits realized in hedging our obligations under the notes. 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.

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.

The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the notes. See “What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Basket?” and “Hypothetical Examples of Amount Payable at Maturity” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Basket and the Reference Stocks” 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.

JPMorgan Structured Investments —	PS-29
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

We expect that delivery of the notes will be made against payment for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement, which will be the third business day following the Pricing Date of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

In the opinion of Latham & Watkins LLP, as special product counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have been executed and issued by JPMorgan Financial and authenticated by the trustee pursuant to the indenture, and 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 special product 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 notes 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 26, 2020, which was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 26, 2020.

JPMorgan Structured Investments —	PS-30
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-31
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-32
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-33
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-34
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-35
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-36
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-37
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-38
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-39
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-40
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-41
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-42
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-43
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-44
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-45
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

JPMorgan Structured Investments —	PS-46
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks

Issuer:	JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:	JPMorgan Chase & Co.
Basket:	The Basket is comprised of Reference Stocks of 49 U.S.-listed companies (each, a “Reference Stock” and collectively, the “Reference Stocks”). The Bloomberg ticker symbol, issuers of the Reference Stocks, the relevant exchange on which it is listed, the Stock Weight and the Initial Stock Price of each Reference Stock are set forth under “The Basket” on page PS-1 of this pricing supplement. Despite its name, there is no guarantee that the Basket will actually provide exposure to companies that exhibit positive consumer recovery characteristics.
Payment at Maturity:	Payment at maturity will reflect the performance of the Basket, subject to the Basket Adjustment Factor. Accordingly, at maturity, you will receive an amount per $1,000 principal amount note calculated as follows: $1,000 × (1 + Basket Return) × Basket Adjustment Factor Because the Basket Adjustment Factor is 99.00%, you will lose some or all of your principal amount at maturity if the Basket Return is less than a positive return of approximately 1.0101%. In no event will the Payment at Maturity be less than zero. For more information on how the Basket Adjustment Factor can impact your payment at maturity, please see “What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Basket?” in this pricing supplement.
Basket Return:	(Ending Basket Level – Starting Basket Level) Starting Basket Level
Basket Adjustment Factor:	99.00%
Starting Basket Level:	Set equal to 100 on the Pricing Date
Ending Basket Level:	The arithmetic average of the closing levels of the Basket on the Ending Averaging Dates
Closing Level of the Basket:	On any Ending Averaging Date, the closing level of the Basket will be calculated as follows: 100 × [1 + sum of (Stock Return of each Reference Stock × Stock Weight of that Reference Stock)] A level of the Basket may be published on the Bloomberg Professional^® service (“Bloomberg”) under the Bloomberg ticker “JPPBCRE1”. Any levels so published are for informational purposes only and are not binding in any way with respect to the notes. Although that level may appear under that Bloomberg ticker during the term of the notes, any such level may not be the same as the closing level of the Basket determined by the calculation agent for each Ending Averaging Date. You will not have any rights or claims, whether legal or otherwise, relating to any information regarding that level (whether displayed on Bloomberg or elsewhere) with respect to the notes.
Stock Return:	With respect to each Reference Stock, on each Ending Averaging Date: (Final Stock Price – Initial Stock Price) Initial Stock Price
Initial Stock Price:	With respect to each Reference Stock, the closing price of one share of that Reference Stock on the Pricing Date, as specified in “The Basket” on page PS-1 of this pricing supplement.
Final Stock Price:	With respect to each Reference Stock, on any Ending Averaging Date, the closing price of one share of that Reference Stock on that Ending Averaging Date
Stock Adjustment Factor:	With respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the closing price of one share of that Reference Stock and is set initially at 1.0 on the Pricing Date. The Stock Adjustment Factor of each Reference Stock is subject to adjustment upon the occurrence of certain corporate events affecting that Reference Stock. See “The Underlyings — Reference Stocks — Anti-Dilution Adjustments” and “The Underlyings — Reference Stocks — Reorganization Events” in the accompanying product supplement for further information.
Pricing Date:	May 7, 2021
Original Issue Date:	On or about May 12, 2021 (Settlement Date)
Ending Averaging Dates*:	May 16, 2022, May 17, 2022, May 18, 2022, May 19, 2022 and May 20, 2022
Maturity Date*:	May 25, 2022
CUSIP:	48129KBD1

	Price to Public (1)	Fees and Commissions (2)	Proceeds to Issuer
Per note	$1,000.00	$7.50	$992.50
Total	$330,000.00	$2,475.00	$327,525.00

Reference Stock Issuer/Reference Stock		Bloomberg Ticker Symbol	Relevant Exchange	Stock Weight	Initial Stock Price
The Gap, Inc.	Common stock, par value $0.05 per share	GPS UN	The New York Stock Exchange	2.726957%	$35.44
L Brands, Inc.	Common stock, par value $0.50 per share	LB UN	The New York Stock Exchange	2.576116%	$67.29
PulteGroup, Inc.	Common shares, par value $0.01 per share	PHM UN	New York Stock Exchange	2.480837%	$61.73
Tapestry, Inc.	Common stock, par value $0.01 per share	TPR UN	New York Stock Exchange	2.403264%	$49.12
Whirlpool Corporation	Common stock, par value $1.00 per share	WHR UN	Chicago Stock Exchange and New York Stock Exchange	2.363071%	$252.95
Caesars Entertainment, Inc.	Common stock, par value $0.00001 per share	CZR UW	NASDAQ Stock Market	2.355030%	$105.75
Dave & Buster's Entertainment, Inc.	Common stock, par value $0.01 per share	PLAY UW	NASDAQ Global Select Market	2.353996%	$44.85
Norwegian Cruise Line Holdings LTD.	Ordinary shares, par value $0.001 per share	NCLH UN	The New York Stock Exchange	2.350985%	$28.48
Burlington Stores, Inc.	Common stock, par value $0.0001 per share	BURL UN	New York Stock Exchange	2.350963%	$331.01
Fortune Brands Home & Security, Inc.	Common stock, par value $0.01 per share	FBHS UN	New York Stock Exchange	2.333760%	$111.56
United Airlines Holdings, Inc.	Common stock, par value $0.01 per share	UAL UW	The Nasdaq Stock Market LLC	2.308668%	$54.73
Southwest Airlines Co.	Common stock, par value $1.00 per share	LUV UN	New York Stock Exchange	2.305816%	$61.66
Advance Auto Parts, Inc.	Common stock, par value $0.0001 per share	AAP UN	New York Stock Exchange	2.279406%	$204.47
American Express Company	Common shares, par value $0.20 per share	AXP UN	New York Stock Exchange	2.277211%	$158.98
MGM Resorts International	Common stock, par value $0.01 per share	MGM UN	New York Stock Exchange	2.217341%	$39.92
Royal Caribbean Cruises LTD	Common stock, par value $0.01 per share	RCL UN	New York Stock Exchange	2.208527%	$84.29
Alaska Air Group, Inc.	Common stock, par value $0.01 per share	ALK UN	New York Stock Exchange	2.202375%	$67.90

Reference Stock Issuer/Reference Stock		Bloomberg Ticker Symbol	Relevant Exchange	Stock Weight	Initial Stock Price
Newell Brands Inc.	Common stock, par value $1.00 per share	NWL UW	Nasdaq Stock Market LLC	2.176012%	$29.07
Restaurant Brands International Inc.	Common shares, no par value	QSR UN	New York Stock Exchange	2.162032%	$69.48
MasterCard Incorporated	Class A common stock, par value $0.0001 per share	MA UN	New York Stock Exchange	2.153838%	$375.40
Expedia Group, Inc.	Common stock, par value $0.0001 per share	EXPE UW	The Nasdaq Global Select Market	2.145441%	$173.46
Visa Inc.	Class A common stock, par value $0.0001 per share	V UN	New York Stock Exchange	2.128699%	$232.12
General Motors Company	Common stock, par value $0.01 per share	GM UN	New York Stock Exchange	2.093144%	$58.99
McDonald's Corporation	Common stock, par value $0.01 per share	MCD UN	New York Stock Exchange	2.090941%	$234.84
Booking Holdings Inc.	Common stock, par value $0.008 per share	BKNG UW	The NASDAQ Global Select Market	2.082226%	$2,327.08
Starbucks Corporation	Common stock, par value $0.001 per share	SBUX UW	Nasdaq Global Select Market	2.081091%	$114.34
Ross Stores, Inc.	Common stock, par value $0.01 per share	ROST UW	Nasdaq Global Select Market	2.078359%	$132.96
Target Corporation	Common stock, par value $0.0833 per share	TGT UN	New York Stock Exchange	2.066044%	$214.71
Wynn Resorts, Limited	Common stock, par value $0.01 per share	WYNN UW	Nasdaq Global Select Market	2.043823%	$126.29
The Coca-Cola Company	Common stock, par value $0.25 per share	KO UN	New York Stock Exchange	2.028685%	$54.51
Constellation Brands, Inc.	Class A common stock, par value $0.01 per share	STZ UN	New York Stock Exchange	2.027330%	$240.92
Dollar General Corporation	Common stock, par value $0.875 per share	DG UN	New York Stock Exchange	2.020179%	$220.20
Delta Air Lines, Inc.	Common stock, par value $0.0001 per share	DAL UN	New York Stock Exchange	2.017249%	$46.11
Las Vegas Sands Corp.	Common stock, par value $0.001 per share	LVS UN	New York Stock Exchange	2.006986%	$57.70
Five Below, Inc.	Common stock, par value $0.01 per share	FIVE UW	The NASDAQ Stock Market LLC	1.992593%	$196.50
The TJX Companies, Inc.	Common stock, par value $1.00 per share	TJX UN	New York Stock Exchange	1.983474%	$73.78
Lithia Motors, Inc.	Class A common stock, no par value	LAD UN	The New York Stock Exchange	1.978139%	$379.93
Ulta Beauty, Inc.	Common stock, par value $0.01 per share	ULTA UW	The NASDAQ Global Select Market	1.970138%	$322.74
Nordstrom, Inc.	Common stock, no par value	JWN UN	New York Stock Exchange	1.943007%	$39.84
The Walt Disney Company	Common stock, par value $0.01 per share	DIS UN	New York Stock Exchange	1.939534%	$184.84
Ford Motor Company	Common stock, par value $0.01 per share	F UN	New York Stock Exchange	1.926409%	$11.82
Best Buy Co., Inc.	Common stock, par value $0.10 per share	BBY UN	New York Stock Exchange	1.900038%	$122.34
lululemon athletica inc.	Common stock, par value $0.005 per share	LULU UW	Nasdaq Global Select Market	1.899209%	$330.24
Uber Technologies, Inc.	Common stock, par value $0.00001 per share	UBER UN	New York Stock Exchange	1.771249%	$47.03
MGM Growth Properties LLC	Class A shares, no par value	MGP UN	New York Stock Exchange	1.276034%	$35.24
American Axle & Manufacturing Holdings	Common stock, par value $0.01 per share	AXL UN	New York Stock Exchange	1.100429%	$10.48
Hostess Brands, Inc.	Class A common stock, par value $0.0001 per share	TWNK UR	The Nasdaq Stock Market LLC	1.050705%	$15.70
Cedar Fair, L.P.	Depositary units, no par value	FUN UN	New York Stock Exchange	1.008508%	$48.36
Reynolds Consumer Products Inc.	Common stock, par value $0.001 per share	REYN UW	Nasdaq Global Select Market	0.764133%	$30.67

Ending Basket Level	Basket Return	Total Return
200.0000	100.00000%	98.0000%
190.0000	90.00000%	88.1000%
180.0000	80.00000%	78.2000%
170.0000	70.00000%	68.3000%
150.0000	50.00000%	48.5000%
140.0000	40.00000%	38.6000%
130.0000	30.00000%	28.7000%
120.0000	20.00000%	18.8000%
110.0000	10.00000%	8.9000%
105.0000	5.00000%	3.9500%
101.0101	1.01010%	0.0000%
100.5000	0.50000%	-0.5050%
100.0000	0.00000%	-1.0000%
95.0000	-5.00000%	-5.9500%
90.0000	-10.00000%	-10.9000%
80.0000	-20.00000%	-20.8000%
70.0000	-30.00000%	-30.7000%
60.0000	-40.00000%	-40.6000%
50.0000	-50.00000%	-50.5000%
40.0000	-60.00000%	-60.4000%
30.0000	-70.00000%	-70.3000%
20.0000	-80.00000%	-80.2000%
10.0000	-90.00000%	-90.1000%
0.0000	-100.00000%	-100.0000%

Reference Stock Issuer/Reference Stock			Bloomberg Ticker Symbol	Deemed Payment Date	Expected Dividend Amounts
Advance Auto Parts, Inc.	Common stock, par value $0.0001 per share	AAP UN		July 2, 2021	$0.25
				October 1, 2021	$0.25
				January 7, 2022	$0.25
				April 1, 2022	$0.25
				July 1, 2022	$0.25
				October 7, 2022	$0.25
				January 6, 2023	$0.25
				April 5, 2023	$0.25
				July 7, 2023	$0.25
				October 6, 2023	$0.25
				January 5, 2024	$0.25
				April 5, 2024	$0.25
				July 5, 2024	$0.25
				October 4, 2024	$0.25
				January 3, 2025	$0.25
				April 4, 2025	$0.25
Alaska Air Group, Inc.	Common stock, par value $0.01 per share	ALK UN		March 3, 2022	$0.10
				June 2, 2022	$0.10
				September 1, 2022	$0.10
				December 1, 2022	$0.10
				March 2, 2023	$0.11
				June 1, 2023	$0.11
				August 31, 2023	$0.11
				November 30, 2023	$0.11
				February 29, 2024	$0.12
				May 30, 2024	$0.12
				August 29, 2024	$0.12
				November 29, 2024	$0.12
				February 27, 2025	$0.13
American Axle & Manufacturing Holdings	Common stock, par value $0.01 per share	AXL UN		N/A	$0