Issuer: JPMorgan
Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Reference Stocks: As
specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement
Contingent Interest Payments:
If the notes have not been
automatically called and the closing price of one share of each Reference Stock on any Review Date is greater than or equal to its Interest
Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment
of $16.00 (equivalent to a Contingent Interest Rate of 19.20% per annum, payable at a rate of 1.60% per month).
If the closing price of one share of any Reference
Stock on any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate: 19.20%
per annum, payable at a rate of 1.60% per month
Interest Barrier/Trigger Value: With
respect to each Reference Stock, 60.00% of its Initial Value, as specified under "Key Terms Relating to the Reference Stocks"
in this pricing supplement
Pricing Date: December
6, 2021
Original Issue Date (Settlement Date): On
or about December 9, 2021
Review Dates*: January
6, 2022, February 7, 2022, March 7, 2022, April 6, 2022, May 6, 2022, June 6, 2022, July 6, 2022, August 8, 2022, September 6, 2022, October
6, 2022, November 7, 2022, December 6, 2022, January 6, 2023, February 6, 2023, March 6, 2023, April 6, 2023, May 8, 2023, June 6, 2023,
July 6, 2023, August 7, 2023, September 6, 2023, October 6, 2023, November 6, 2023, December 6, 2023, January 8, 2024, February 6, 2024,
March 6, 2024, April 8, 2024, May 6, 2024, June 6, 2024, July 8, 2024, August 6, 2024, September 6, 2024, October 7, 2024, November 6,
2024 and December 6, 2024 (final Review Date)
Interest Payment Dates*: January
11, 2022, February 10, 2022, March 10, 2022, April 11, 2022, May 11, 2022, June 9, 2022, July 11, 2022, August 11, 2022, September 9,
2022, October 12, 2022, November 10, 2022, December 9, 2022, January 11, 2023, February 9, 2023, March 9, 2023, April 12, 2023, May 11,
2023, June 9, 2023, July 11, 2023, August 10, 2023, September 11, 2023, October 12, 2023, November 9, 2023, December 11, 2023, January
11, 2024, February 9, 2024, March 11, 2024, April 11, 2024, May 9, 2024, June 11, 2024, July 11, 2024, August 9, 2024, September 11, 2024,
October 10, 2024, November 12, 2024 and the Maturity Date
Maturity Date*: December
11, 2024
Call Settlement Date*: If
the notes are automatically called on any Review Date (other than the first, second and final Review Dates), the first Interest Payment
Date immediately following that Review Date
* Subject to postponement in the event of a market disruption event and as described
under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
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Automatic Call:
If the closing price of one share of each Reference
Stock on any Review Date (other than the first, second and final Review Dates) is greater than or equal to its Initial Value, the notes
will be automatically called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment applicable to that Review Date, payable on the applicable Call Settlement Date. No further payments will be made on the
notes.
Payment at Maturity:
If the notes have not been
automatically called and the Final Value of each Reference Stock is greater than or equal to its Trigger Value, you will receive a cash
payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to
the final Review Date.
If the notes have not been
automatically called and the Final Value of any Reference Stock is less than its Trigger Value, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000
+ ($1,000 × Least Performing Stock Return)
If the notes have not been automatically called
and the Final Value of any Reference Stock is less than its Trigger Value, you will lose more than 40.00% of your principal amount at
maturity and could lose all of your principal amount at maturity.
Least Performing Reference Stock: The
Reference Stock with the Least Performing Stock Return
Least Performing Stock Return: The
lowest of the Stock Returns of the Reference Stocks
Stock Return: With
respect to each Reference Stock,
(Final
Value – Initial Value)
Initial Value
Initial Value: With
respect to each Reference Stock, the closing price of one share of that Reference Stock on the Pricing Date, as specified under “Key
Terms Relating to the Reference Stocks” in this pricing supplement
Final Value: With
respect to each Reference Stock, the closing price of one share of that Reference Stock on the final Review 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 equal to 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.
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