|January 6, 2022
||Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(8)|
JPMorgan Chase Financial Company LLC
Auto Callable Yield Notes Linked to the Common Stock of The
Boeing Company due June 23, 2023
Fully and Unconditionally Guaranteed by JPMorgan Chase &
Notwithstanding anything to the contrary set forth in the pricing
supplement dated December 20, 2021, related to the notes referred to above (the “pricing supplement”), the Call Settlement
Date and the Automatic Call feature of the notes are as set forth below:
Call Settlement Date*: If
the notes are automatically called on any Review Date (other than the final Review Date), 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 a Single
Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product supplement
If the closing price of one share of the Reference Stock on any
Review Date (other than the final 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, equal to (a) $1,000 plus (b) the Interest Payment for the Interest Payment
Date occurring on the applicable Call Settlement Date, payable on that Call Settlement Date. No further payments will be made on the notes.
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-12 of the accompanying
product supplement and “Selected Risk Considerations” beginning on page PS-4 of the 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 amendment,
the pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary
is a criminal offense.
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 amendment together with the pricing supplement
and the related product supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below. Please
also see “Additional Terms Specific to the Notes” in the pricing supplement.
Pricing supplement dated December 20, 2021:
Product supplement no. 4-II dated November 4, 2020:
Prospectus supplement and prospectus, each dated April 8, 2020:
Amendment no. 1 to pricing supplement dated December 20, 2021 to
product supplement no. 4-II dated November 4, 2020 and the prospectus and prospectus supplement, each dated April 8, 2020