JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 07:08
Primary Offering Prospectus - Form 424B2
October 28,2024Registration Statement Nos. 333-270004and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 3-I dated April 13, 2023, underlying supplement no. 1-I datedApril 13, 2023, the prospectus and
prospectussupplement, eachdated April 13, 2023, and the prospectus addendum datedJune 3, 2024
JPMorganChase FinancialCompanyLLC
Structured Investments
$4,436,000
Capped Digital Notes Linked to the Lesser Performing of the
Russell 2000®Index and theS&P 500®Indexdue November
2, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
•The notes aredesigned for investors who seek a fixed returnof 23.50%at maturityif the Final Value of the lesser
performing of the Russell2000® Index and the S&P 500® Index, which we refer toas the Indices, is greater than or equal
to its Initial Value.
•Investors should be willing to forgo interest anddividend payments, whileseeking full repayment of principal at maturity.
•The notes areunsecuredand unsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed 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.
•Payments on the notes are not linkedto a basket composed of the Indices.Payments on the notesare linked to the
performance of each of the Indices individually, as describedbelow.
•Minimum denominations of $1,000 and integral multiplesthereof
•The notes priced on October 28, 2024 and are expected to settle on or about October 31, 2024.
•CUSIP: 48135UG87
Investing in thenotes involves a number of risks.See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement,Annex A to the accompanying prospectus addendum,"Risk Factors"beginning on page PS-12
of the accompanying product supplement and"Selected Risk Considerations" beginning on page PS-3 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor any state securitiescommission has approved or disapproved
of the notes or passed upon the accuracyor the adequacy ofthis pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement, prospectusand prospectusaddendum.Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
-
$1,000
Total
$4,436,000
-
$4,436,000
(1)See"Supplemental Use ofProceeds"in this pricingsupplement for information about thecomponents of the price to public of the
notes.
(2) All sales ofthe noteswill be made tocertain fee-based advisoryaccounts for which an affiliated orunaffiliated broker-dealer is an
investment adviser. Thesebroker-dealerswill forgo anycommissions related to these sales. See "Plan of Distribution (Conflicts of
Interest)" in the accompanying product supplement.
The estimated value of the notes, when the terms of the noteswere set,was $986.20 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in thispricing supplement for additional information.
Thenotes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index and the S&P 500® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase& Co.
Indices: The Russell 2000® Index (Bloomberg ticker: RTY) and
the S&P 500®Index (Bloomberg ticker: SPX)
Contingent Digital Return:23.50%
Pricing Date:October 28, 2024
Original Issue Date (Settlement Date): On or about October
31, 2024
Observation Date*: October 28, 2027
Maturity Date*:November 2,2027
* Subject to postponement in theevent of amarket disruption event
and as described under "General Terms of Notes -Postponement
of a DeterminationDate - NotesLinked toMultipleUnderlyings"
and "General Terms of Notes-Postponement of a Payment Date"
in the accompanying product supplement
Payment at Maturity:
If the Final Value of eachIndex is greater than or equalto its
Initial Value, your payment at maturityper $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Contingent Digital Return)
If the Final Value of either Index is lessthan its Initial Value,you
will receivethe principal amount of your notes at maturity.
You are entitled to repayment of principalin full at maturity,
subject to thecredit risks of JPMorgan Financial and JPMorgan
Chase & Co.
Lesser Performing Index: The Index with the Lesser
Performing Index Return
Lesser Performing Index Return: The lower of the Index
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachIndex, the closing level of
that Index on the Pricing Date, which was2,244.068 for the
Russell 2000® Indexand5,823.52 for the S&P 500® Index
Final Value: With respect to each Index, the closing level of
that Index on the Observation Date
PS-2| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index and the S&P 500® Index
Supplemental Terms of the Notes
Any valuesof the Indices, andanyvalues derived therefrom, included in this pricing supplement may be corrected, in theevent of
manifest error or inconsistency, by amendment of thispricing supplement and the correspondingterms of the notes. Notwithstanding
anything to the contraryin theindenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return andpayment at maturity on the noteslinkedto two hypothetical
Indices. The "total return" asusedin thispricing supplement is the number, expressed as a percentage, that resultsfrom comparing
the payment at maturity per $1,000 principal amount note to $1,000.The hypothetical total returns and payments set forth below
assumethefollowing:
•an Initial Value for the Lesser PerformingIndex of 100.00; and
•a Contingent Digital Return of 23.50%.
The hypothetical Initial Value of the Lesser Performing Index of 100.00 has been chosen for illustrative purposes only and does not
represent the actual Initial Value of either Index. The actual Initial Valueof each Index is the closing level of that Indexon the Pricing
Date and is specified under "Key Terms -Initial Value" in this pricing supplement. For historical data regardingthe actual closing
levels of each Index, pleasesee the historical information set forthunder "The Indices" in this pricing supplement.
Each hypothetical total returnor hypothetical payment at maturity set forth below is for illustrative purposes only and maynot be the
actual total return or paymentat maturity applicableto a purchaser of the notes. The numbers appearingin the following table and
graph have been rounded for ease of analysis.
Final Value of the Lesser
Performing Index
Lesser Performing Index
Return
Total Return on the Notes
Payment at Maturity
180.00
80.00%
23.50%
$1,235.00
165.00
65.00%
23.50%
$1,235.00
150.00
50.00%
23.50%
$1,235.00
140.00
40.00%
23.50%
$1,235.00
130.00
30.00%
23.50%
$1,235.00
123.50
23.50%
23.50%
$1,235.00
120.00
20.00%
23.50%
$1,235.00
110.00
10.00%
23.50%
$1,235.00
105.00
5.00%
23.50%
$1,235.00
101.00
1.00%
23.50%
$1,235.00
100.00
0.00%
23.50%
$1,235.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
70.00
-30.00%
0.00%
$1,000.00
60.00
-40.00%
0.00%
$1,000.00
50.00
-50.00%
0.00%
$1,000.00
40.00
-60.00%
0.00%
$1,000.00
30.00
-70.00%
0.00%
$1,000.00
20.00
-80.00%
0.00%
$1,000.00
10.00
-90.00%
0.00%
$1,000.00
0.00
-100.00%
0.00%
$1,000.00
PS-3| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index and the S&P 500® Index
The following graph demonstratesthehypothetical payments at maturity on the notes for arange of Lesser Performing Index Returns.
There can be no assurance that the performance of either Index will result in a payment at maturityin excess of $1,000.00 per $1,000
principal amount note, subjectto thecredit risks of JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Upside Scenario:
If the Final Value of each Index is greater thanor equal to its Initial Value, investors will receive at maturity the$1,000principal amount
plus a fixed return equal to the Contingent Digital Returnof 23.50%, which reflectsthe maximumreturn at maturity.
•If the closing level of the Lesser Performing Index increases5.00%, investors will receive at maturity a returnequal to 23.50%, or
$1,235.00 per $1,000 principal amount note.
•If the closing level of the Lesser Performing Index increases50.00%, investors will receiveat maturity areturn equal to 23.50%, or
$1,235.00 per $1,000 principal amount note.
Par Scenario:
If the Final Value of either Index is lessthan its Initial Value, investors will receive at maturity the principalamount of their notes.
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated with anysale inthe secondary market. If these fees
and expenses were included, the hypothetical returnsandhypothetical paymentsshown above wouldlikely be lower.
Selected Risk Considerations
An investment in the notes involvessignificant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanying prospectus supplementandproduct supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the NotesGenerally
•THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT AT MATURITY -
If the Final Value of either Index is lessthan its Initial Value, you will receive only the principal amount of your notesat maturity,
and you will not be compensated for any lossin value due toinflation and other factors relating to the valueof money over time.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE CONTINGENT DIGITAL RETURN,
regardless of any appreciation of either Index, which may be significant.
•YOUR ABILITY TO RECEIVE THE CONTINGENT DIGITAL RETURN MAY TERMINATE ON THE OBSERVATION DATE -
If the Final Value of either Index is less than its Initial Value, you will not beentitled to receive the Contingent Digital Return at
maturity.
PS-4| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index andthe S&P 500®Index
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were todefault on our payment
obligations, you maynot 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 financesubsidiary of JPMorgan Chase & Co., we have no independent operations beyond theissuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capitalcontribution fromJPMorgan Chase &
Co., substantially all of our assets relate toobligations of JPMorgan Chase & Co. tomakepayments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution ofJPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guaranteeby JPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments on the notes are not linkedto a basket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by either of theIndices over the term of the notes may negativelyaffect your payment at
maturityand willnot be offset or mitigated bypositive performance bythe other Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHERINDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•LACK OF LIQUIDITY -
The notes will not belisted onanysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at whichJ.P. Morgan Securities LLC, which we refer to asJPMS, is willing to buy the notes.
You may not be able to sellyour 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 toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliates play avariety of roles inconnection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse to your interests as an investor in thenotes. It ispossiblethat hedging or trading
activities of ours or our affiliates inconnection with thenotescould result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest"in the accompanyingproduct
supplement.
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 thenotes is only an estimate determined by reference to several factors. The original issueprice of the
notes exceedsthe estimated value of the notes becausecosts associated withstructuring and hedging the notes are included in
the original issue price of the notes. These costs include the projected profits, if any, that our affiliatesexpect 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.
PS-5| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index andthe S&P 500®Index
•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 pricingsupplement.
•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 maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any difference may
be based on, amongother things, our and our affiliates'view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for theconventional fixedincome
instrumentsof 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 anypotentialchanges to that rate may have an adverse effect on the termsof 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 generallyexpect that some of the costs included in theoriginal issue price of the notes will be partiallypaid back to you in
connection with any repurchases of your notesby JPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period maybe lower than the valueof the notesaspublished by
JPMS (and which may be shown on your customeraccount 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 willlikely be lower than the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structureddebt issuances and,
also, because secondarymarket prices may exclude projected hedging profits, if any, and estimated hedging costs that are
included in the original issue price of the notes. Asa result, the price, if any, at which JPMS will be willing to buy the notes from
you insecondarymarket transactions, if at all, islikely 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 secondarymarket price of thenotes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, aside from the projected hedging profits, if any, estimated hedging costsand thelevels of
the Indices. Additionally, independent pricingvendors and/or third party broker-dealersmay publish a price for the notes,which
mayalso be reflected on customer account statements. This price may be different (higher or lower) than theprice of thenotes, if
any, at whichJPMS may be willing topurchase your notes inthe secondary market. See "RiskFactors - Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes-Secondary market prices of thenotes will beimpactedby many
economic and market factors"in the accompanying product supplement.
Risks Relating to the Indices
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the S&P 500® Index.
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Smallcapitalization companies are less likely to paydividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
PS-6| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index andthe S&P 500®Index
The Indices
The Russell 2000®Index consistsof the middle 2,000companies included in the Russell 3000E™ Index and, asa result of the index
calculation methodology, consistsof the smallest 2,000 companies included in the Russell 3000®Index. The Russell 2000® Index is
designed to track the performanceof the small capitalization segment of the U.S.equity market.For additional information about the
Russell 2000®Index, see "Equity Index Descriptions -The Russell Indices" in theaccompanying underlying supplement.
TheS&P 500®Index consistsof stocks of 500 companiesselected to provide a performance benchmark for the U.S.equity markets.
For additional information about the S&P 500® Index, see "Equity Index Descriptions -The S&P U.S. Indices" in the accompanying
underlying supplement.
Historical Information
The following graphs set forththe historical performance of each Index based onthe weekly historical closing levels from January4,
2019 through October 18, 2024.The closing level of the Russell 2000® Indexon October 28, 2024 was 2,244.068.The closing level of
the S&P 500®Indexon October 28, 2024 was5,823.52.We obtained theclosing levels aboveand below from the Bloomberg
Professional®service ("Bloomberg"), without independent verification.
Thehistorical closing levels of each Indexshouldnot be taken asan indication of futureperformance, and no assurance can be given
as to the closing level of eitherIndex on the Observation Date.There can be no assurance that the performance of the Indices will
result in a payment at maturity in excess of your principalamount,subject to the credit risks of JPMorgan Financial and JPMorgan
Chase & Co.
PS-7| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index andthe S&P 500®Index
Treatment as Contingent Payment Debt Instruments
You should review carefully the section entitled "Material U.S. Federal IncomeTax Consequences," and inparticular the subsection
thereof entitled "- Tax Consequences to U.S. Holders- Notes with a Term of More than One Year - NotesTreated as Contingent
Payment Debt Instruments" inthe accompanying product supplement no. 3-I. Unlike a traditional debt instrument that provides for
periodic paymentsof interest at a single fixed rate, with respect to which acash-method investor generally recognizes incomeonly
upon receipt of stated interest, our special tax counsel, Davis Polk & WardwellLLP, is of the opinion that the notes will be treated for
U.S. federal income tax purposesas "contingent payment debt instruments." Assuming this treatment isrespected, asdiscussedin that
subsection, you generally will be required to accrueoriginal issue discount ("OID") on your notes in each taxable year at the
"comparableyield," asdetermined by us, although we will not make any payment with respect tothe notes until maturity. Uponsale or
exchange (including at maturity), you will recognize taxableincome or loss equal to the difference betweenthe amount received from
the sale or exchange and your adjusted basis in thenote, which generally will equal the cost thereof, increased by the amount of OID
you have accrued in respect of the note. You generally must treat any income asinterest income and anylossasordinary loss to the
extent of previous interest inclusions, and the balance as capital loss. The deductibility of capital lossesis subject to limitations. Special
rules may apply if the amount payable at maturityistreated as becoming fixed prior to maturity. Youshouldconsult your tax adviser
concerning the application of these rules. The discussions herein andin the accompanying product supplement donot address the
consequencesto taxpayers subject to special tax accountingrules under Section 451(b) of the Code. Purchasers who are not initial
purchasers of notes at their issue priceshould consult their tax advisers with respect to the tax consequencesof an investment in
notes, including the treatment of the difference, if any, between the basis in their notes and the notes' adjusted issue price.
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 instrumentslinked toU.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 theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scopeof Section 871(m) instruments issued prior toJanuary
1, 2027 that do nothave a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security").Based on certain determinations made by us, our special taxcounselisof the
opinion that Section 871(m) shouldnot apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS,
and the IRS maydisagree with this determination. Section 871(m) iscomplex and its application may depend on your particular
circumstances, including whether you enter intoother transactions with respect to an Underlying Security. You shouldconsult your tax
adviser regarding the potential application of Section871(m) to thenotes.
The discussionsin the preceding paragraphs, when readin combination with the sectionentitled "Material U.S.Federal Income Tax
Consequences" (and in particular the subsection thereof entitled "- Tax Consequences toU.S. Holders - Notes with a Term of More
than One Year - Notes Treated as Contingent Payment Debt Instruments") in the accompanying product supplement, constitute the
full opinion of Davis Polk & Wardwell LLP regarding thematerial U.S. federal income tax consequences of owning and disposingof
notes.
Comparable Yield and Projected Payment Schedule
We have determined that the "comparable yield" is an annual rate of 4.80%, compounded semiannually. Based on our determination of
the comparable yield, the "projected payment schedule" per $1,000 principal amount note consistsof asingle payment at maturity,
equal to $1,153.37. Assuming a semiannual accrual period, the following table sets out the amount of OID that willaccrue with respect
to a noteduring each calendar period, based upon our determination of the comparable yield and projected payment schedule.
Calendar Period
Accrued OID During
Calendar Period (Per $1,000
Principal Amount Note)
Total Accrued OID from Original
Issue Date (Per $1,000 Principal
Amount Note) as of End of
Calendar Period
October 31, 2024through December 31, 2024……..............
$8.00
$8.00
January1, 2025 through December 31, 2025…………….......
$48.96
$56.96
January1, 2026 through December 31, 2026..…………
$51.35
$108.31
January1, 2027 through November 2, 2027..…………
$45.06
$153.37
PS-8| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index andthe S&P 500®Index
The yield tomaturity and OID accrual scheduleare determined solely to calculate the amount on which youwill be taxed with
respect to thenotesin each year and are neither a prediction nor a guarantee of what the actual yield will be. Theamount you
actually receiveat maturityor earlier sale or exchange of your notes will affect your income for that year, as described above
under "Treatment as Contingent Payment Debt Instruments."
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the samematurityas the notes, valuedusing the internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingthe 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 inthe determination of the estimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of asimilar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates'view of the funding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of thenotes in comparison to those costs for the conventional fixed income
instrumentsof 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 theprevailing market replacement funding rate for thenotes. Theuse of an internal
funding rate and anypotential 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 Pricesof the Notes- The Estimated Value of the NotesIsDerived byReference to anInternalFunding Rate"in this
pricing supplement.
The value of the derivativeor derivativesunderlying the economic terms of thenotes is derived from internal pricing modelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instrumentsand on
various other inputs, some of which aremarket-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about futuremarket events and/or environments.Accordingly, the estimated value of thenotes is
determined when the termsof the notes areset basedon market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of thenotesdoesnot represent future values of thenotes andmay differ from others' estimates. Different pricing
modelsandassumptionscould provide valuations forthe notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptions may prove to be incorrect.On
future dates, the value of the notes could changesignificantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notesfromyou in secondary market transactions.
The estimated value of thenotes is lower than the original issue price of the notes becausecosts associated with structuring and
hedging the notes are included inthe originalissue price of the notes.These costs include the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging our
obligations under the notes.Because hedging our obligations entails risk and may be influenced by market forces beyond our control,
thishedging may result in a profit that is more or less than expected, or it may result ina 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 OriginalIssue Price (Price to Public) of the Notes"in
thispricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes-Secondary market prices of the notes will be impactedby many
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in theoriginal issue price of the notes willbe partially paid back to you inconnection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initialpredetermined period.These costs can include projected hedging profits, if
any, and, insome circumstances, estimated hedging costsand our internal secondary market funding ratesfor structured debt
issuances.Thisinitial predetermined time period is intended to be theshorter of six months and one-half of thestated term of the
notes.The length of any such initial period reflects the structure of the notes, whether our affiliates expect toearn a profit in connection
with our hedging activities, the estimatedcosts of hedging the notes and when these costs are incurred, as determined byour affiliates.
See"Selected Risk Considerations-Risks Relating to the Estimated Value and Secondary Market Prices of the Notes -The Value
PS-9| Structured Investments
CappedDigital Notes Linkedto the Lesser Performing ofthe Russell 2000®
Index andthe S&P 500®Index
of the Notes as Published byJPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher ThantheThen-
Current Estimated Value of the Notes for a Limited Time Period" in thispricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile and market exposure provided by the
notes.See "Hypothetical Payout Profile"and "How the Notes Work" in this pricingsupplement for an illustration of the risk-returnprofile
of the notes and "The Indices"in thispricingsupplementfor a description of themarket exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes 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 costof hedging our
obligations under the notes.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as specialproducts counsel to JPMorgan Financial and JPMorgan Chase & Co., whenthe
notes offered by this pricing supplement have been issued by JPMorganFinancialpursuant 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 suchnotes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitutea
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicablebankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof good faith, fair dealing andthe lack ofbad faith),provided that such counsel
expressesno opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed 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.'sobligationunder the related guarantee.
Thisopinion is given as of the date hereof and is limited to the laws of the State of New York, the General CorporationLaw of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion issubject tocustomary 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 withrespect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
was filed asan 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 thispricing supplement together with theaccompanyingprospectus, as supplementedby theaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained inthe accompanying product supplement and the accompanying underlying
supplement.This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, sample structures, fact sheets, brochures or other educational materialsof
ours.You shouldcarefullyconsider, among other things, the matters set forth inthe "Risk Factors" sections of the accompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot 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 documentson the SEC website at www.sec.govas follows (or if such addresshaschanged, by reviewingour
filings for the relevant dateon the SEC website):
•Product supplement no. 3-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum dated June 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase& Co.'s CIK is 19617.As used in thispricing
supplement,"we,""us" and "our" refer to JPMorgan Financial.