Form 424B3 - Prospectus [Rule 424(b)(3)]

Amendment no. 2
To pricing supplement dated April 26, 2024 to prospectus dated April
13, 2023, prospectus supplement dated April 13, 2023 and product
supplement no. 1-I dated April 13, 2023

Registration Statement No. 333-270004

Dated May 14, 2024

Rule 424(b)(3)

Callable Fixed to Floating Rate Notes due April 29, 2039

The section entitled “Key Terms — Call Feature” in the pricing supplement dated April 26, 2024, related to the notes referred to above (the “pricing supplement”), as amended by amendment no.1 dated May 7, 2024, is amended, restated and superseded in its entirety by the following.

Call Feature:

On the 30^th calendar day of January, April, July and October of each year, beginning on April 30, 2026 and ending on January 30, 2039 (each, a “Redemption Date”), we may redeem your notes, in whole but not in part, at a price equal to the principal amount being redeemed plus any accrued and unpaid interest, subject to the Business Day Convention and the Interest Accrual Convention described below and in the accompanying product supplement. If we intend to redeem your notes, we will deliver notice to The Depository Trust Company on any business day after the Original Issue Date that is at least 5 business days before the applicable Redemption Date.

CUSIP:

48130CKM6

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-3 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 and 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 and 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 April 26, 2024:

http://www.sec.gov/Archives/edgar/data/19617/000121390024037484/ea173542_424b2.htm

· Product supplement no. 1-I dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/1665650/000121390023029554/ea152829_424b2.pdf

· Prospectus supplement and prospectus, each dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf