JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 14:47
Primary Offering Prospectus - Form 424B2
October 28, 2024RegistrationStatement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement toproduct supplement no. 4-I dated April 13, 2023, underlyingsupplement no. 1-Idated April 13,2023,
the prospectus andprospectussupplement,each datedApril 13, 2023, andthe prospectus addendumdatedJune 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
$1,545,000
Auto Callable Accelerated Barrier NotesLinked to the
Least Performing of the S&P 500® Index, theNasdaq-
100 Index® and theRussell 2000® IndexdueNovember
2, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase& Co.
•The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on any Review Date (other
than the final Review Date), the closing level of each of theS&P 500®Index, the Nasdaq-100 Index®and the Russell
2000®Index, which we refer to as the Indices, is at or above its Call Value.
•The earliest date on which an automatic call may be initiated is October 29, 2025.
•The notes arealso designed for investors whoseek an uncapped return of 1.50timesanyappreciation of the least
performing of the Indices at maturity, if the notes have not been automatically called.
•Investors should be willing to forgo interest and dividend payments and bewilling to accept the risk of losing some or all
of their principal amount at maturity.
•The notes areunsecuredand unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed 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 composedof theIndices. Payments on the notesare linkedto the
performance of each of the Indices individually, as describedbelow.
•Minimum denominations of $1,000 and integral multiples thereof
•The notes priced on October 28, 2024 and are expected tosettleon or aboutOctober 31, 2024.
•CUSIP: 48135UDH0
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement,Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
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 anystate securitiescommission has approved or disapproved
of the notes or passed upon the accuracyor the adequacy of this pricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement, prospectusand prospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$30
$970
Total
$1,545,000
$46,350
$1,498,650
(1)See"Supplemental Use ofProceeds"in this pricing supplementfor informationabout the components ofthe price to public ofthe
notes.
(2)J.P. MorganSecuritiesLLC, which we referto as JPMS, actingas agentforJPMorgan Financial,will pay allof the selling
commissions of$30.00per $1,000principalamount note it receivesfrom us toother affiliated orunaffiliated dealers.See"Plan of
Distribution (Conflicts ofInterest)" in the accompanyingproductsupplement.
The estimated value of the notes, when the terms of thenotes were set,was $945.90 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in thispricing supplementfor additional information.
The notes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®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 S&P 500®Index (Bloomberg ticker:SPX), the
Nasdaq-100 Index® (Bloomberg ticker:NDX) and theRussell
2000®Index(Bloomberg ticker: RTY)
Call Premium Amount: The Call Premium Amount with respect
to eachReview Date isset forth below:
•first Review Date:12.50% × $1,000
•second Review Date: 25.00% × $1,000
Call Value: With respect to each Index, 100.00% of its Initial
Value
Upside Leverage Factor: 1.50
Barrier Amount: With respect to each Index, 70.00% of its Initial
Value, which is4,076.464for the S&P 500® Index, 14,245.749 for
the Nasdaq-100 Index®and 1,570.8476 for the Russell 2000®
Index
Pricing Date:October 28, 2024
Original Issue Date (Settlement Date): On or about October 31,
2024
Review Dates*: October 29, 2025, October 28, 2026 and October
28, 2027 (final Review Date)
Call Settlement Dates*: November3, 2025 andNovember 2,
2026
Maturity Date*:November 2,2027
* 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
Automatic Call:
If the closing level ofeach Index on any Review Date(other than
the final Review Date)isgreater than or equal to its Call Value, the
notes will beautomatically called for a cash payment, for each
$1,000 principal amount note, equal to (a) $1,000plus (b) the Call
Premium Amount applicable to that Review Date, payable on the
applicable Call Settlement Date. No further payments willbe made
on the notes.
If the notes are automatically called, you will not benefit from the
Upside Leverage Factor that applies to the payment at maturityif
the Final Value of each Index is greater than itsInitial Value.
Because the Upside Leverage Factor doesnot apply to the
payment upon an automatic call, the payment upon an automatic
call may be significantly less than the payment at maturityfor the
same level of appreciation in the Least Performing Index.
Payment at Maturity:
If the notes have not been automatically called andthe Final Value
of each Index is greater than its Initial Value, your payment at
maturityper $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Least Performing Index Return × Upside
LeverageFactor)
If thenotes have not been automatically called and the Final Value
of any Index is equal to or less thanitsInitial Value but the Final
Value of each Index is greaterthan orequal to itsBarrier Amount,
you will receive the principalamount of your notesat maturity.
If the notes have not been automatically called and the Final Value
of any Index is less than its Barrier Amount, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Least Performing Index Return)
If the notes have not been automatically called and the Final Value
of any Index is less than itsBarrier Amount, you will losemore than
30.00% of your principalamount at maturity andcould lose all of
your principal amount at maturity.
Least Performing Index: The Index with the Least Performing
Index Return
Least Performing Index Return: The lowest of theIndex Returns
of the Indices
Index Return: With respect toeach Index,
(Final Value -Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing levelof that
Index on the Pricing Date, which was 5,823.52 for the S&P 500®
Index, 20,351.07 for the Nasdaq-100 Index®and 2,244.068 for the
Russell 2000® Index
Final Value: With respect to each Index, the closing level of that
Index on the final Review Date
PS-2| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
Supplemental Terms of the Notes
Any valuesof the Indices, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of thispricing supplement and thecorrespondingterms of the notes. Notwithstanding
anything to thecontrary in theindenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates Precedingthe
Final Review Date
You will receive:
$1,000 + ($1,000 × Least Performing
IndexReturn ×UpsideLeverage
Factor)
Thenotes have not
been automatically
called. Proceedto the
payment at maturity.
Final ReviewDatePayment atMaturity
TheFinal Value of each Indexisgreater than its Initial
Value.
You will receive:
$1,000 + ($1,000 × Least Performing
IndexReturn)
Under thesecircumstances, you will
losesome orall of yourprincipal
amount at maturity.
TheFinal Value of anyIndexis equal toorless than
its Initial Valuebut theFinal Valueof each Indexis
greaterthanor equal toits Barrier Amount.
TheFinal Value of anyIndexis less thanits Barrier
Amount.
You will receive the principal amount of
yournotes.
PS-3| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
Call Premium Amount
The table below illustrates the Call Premium Amountper $1,000 principal amount noteforeach Review Date (other than the final
Review Date) based on the Call Premium Amountsset forth under "Key Terms -Call Premium Amount" above.
Review Date
Call Premium Amount
First
$125.00
Second
$250.00
PS-4| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
Payment at MaturityIf the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical total return and payment at maturity on the noteslinked to three hypotheticalIndices.
The"total return" as used inthis pricing supplementis the number, expressed as a percentage, that resultsfrom comparing the
payment at maturity per $1,000 principal amount note to $1,000. Thehypothetical total returnsandpaymentsset forth below assume
the following:
•the notes have not been automaticallycalled;
•an Initial Value for the Least PerformingIndex of 100.00;
•an Upside Leverage Factor of 1.50; and
•a Barrier Amount for the Least PerformingIndex of 70.00 (equal to 70.00%of its hypothetical Initial Value).
The hypothetical Initial Value of the Least Performing Index of 100.00 hasbeen chosen for illustrativepurposes only anddoesnot
represent the actual Initial Value of any Index. The actualInitial Value of each Indexis theclosing level of that Index on the Pricing
Date and is specified under "Key Terms-Initial Value" in this pricing supplement. For historical data regardingtheactual closing
levelsof eachIndex, please see the historical information set forth under "The Indices" in thispricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or paymentat maturity applicable to a purchaser of the notes. The numbers appearing in the following table have
been rounded for ease of analysis.
Final Value of the Least
Performing Index
Least Performing Index
Return
Total Return on the Notes
Payment at Maturity
165.00
65.00%
97.50%
$1,975.00
150.00
50.00%
75.00%
$1,750.00
140.00
40.00%
60.00%
$1,600.00
130.00
30.00%
45.00%
$1,450.00
120.00
20.00%
30.00%
$1,300.00
110.00
10.00%
15.00%
$1,150.00
105.00
5.00%
7.50%
$1,075.00
101.00
1.00%
1.50%
$1,015.00
100.00
0.00%
0.00%
$1,000.00
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
69.99
-30.01%
-30.01%
$699.90
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-5| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
Note Payout Scenarios
Upside Scenario If Automatic Call:
If the closing level of each Index on any Review Date (other than the final Review Date) isgreater than or equal to its Call Value, the
notes will beautomatically called and investors will receive on theapplicable Call Settlement Date the $1,000 principal amount plus the
Call Premium Amount applicable to that Review Date. No further payments will be made on the notes.
•If the closing level of the least performing of the Indices increases 10.00% asof the firstReview Date, the notes will be
automaticallycalled andinvestorswill receive a return equal to 12.50%, or $1,125.00 per $1,000 principal amount note.
•If the notes have not been previously automatically called andthe closing level ofthe least performing of the Indices increases
65.00% as of the second Review Date, the notes will be automatically called and investors will receivea return equal to 25.00%, or
$1,250.00 per $1,000 principal amount note.
Upside ScenarioIf No Automatic Call:
If thenotes have not been automatically called and the Final Valueof each Indexis greater than itsInitial Value, investors will receive at
maturitythe $1,000 principal amount plusa return equal to the Least Performing Index Returntimesthe Upside Leverage Factor of
1.50.
•If thenotes have not been automatically called and the closing level of the Least Performing Indexincreases 10.00%, investors will
receive at maturitya return equal to15.00%, or $1,150.00 per $1,000 principal amount note.
Par Scenario:
If the notes have not been automatically called and the Final Value of any Index is equal to or less than its Initial Value but the Final
Value of each Index is greaterthan or equal to its Barrier Amount of 70.00% of its Initial Value, investors will receive at maturity the
principal amount of their notes.
Downside Scenario:
If thenotes have not been automatically called and the FinalValue of any Index is less thanits Barrier Amount of 70.00% of itsInitial
Value, investors will lose 1% of the principal amount of their notes for every 1% that the Final Value of the Least Performing Index is
less than its Initial Value.
•For example, if the notes have not been automatically called and the closing levelof the Least PerformingIndexdeclines60.00%,
investors will lose 60.00%of their principal amount and receive only$400.00 per $1,000 principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would be associated with any sale in the
secondarymarket. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybelower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks areexplained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not been automatically called andthe Final Value ofany
Index is lessthan itsBarrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Least Performing Index is less than itsInitial Value. Accordingly, under these circumstances, you will lose more than 30.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
•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 youunder the notes and you could lose your entire investment.
PS-6| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations 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 key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase & Co. does not make payments tous and we are unable to make
payments on the notes, you may havetoseek payment under the related guarantee byJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see theaccompanying prospectus addendum.
•IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
APPLICABLE CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless ofany appreciationof any Index, whichmay besignificant. In addition, if the notes are automatically called, you willnot
benefit from the Upside Leverage Factor that applies to thepaymentat maturity if the Final Value of each Index is greater than its
Initial Value. Because the Upside Leverage Factordoes not apply tothe payment upon anautomatic call, the payment upon an
automatic call may be significantlyless than the payment at maturityfor the samelevel of appreciation in the Least Performing
Index.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthenotesare not linked to a basket composed of the Indicesand are contingent upon the performance of each
individualIndex. Poor performance by any of the Indicesover the term of thenotesmay result in the notesnot being automatically
called on a Review Date, may negatively affect your payment at maturity and willnot be offset or mitigated by positive performance
by any other Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMINGINDEX.
•THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE -
If the notes have not been automatically called and the Final Value of any Index is less than its Barrier Amount, the benefit
provided by the Barrier Amount will terminate and you will be fully exposedto any depreciation of theLeast Performing Index.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT-
If your notes are automatically called, the termof the notes may be reduced to asshort asapproximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk.Even in cases where the notes arecalled before maturity, you are not entitled to any fees and commissions described
on the front cover of thispricing supplement.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANYINDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belistedonany securities exchange. Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy the notes.You may notbe able to sell your notes.The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay a varietyof roles in connection with thenotes. In performing these duties, our and JPMorganChase &
Co.'s economic interests are potentially adverse toyour interests as an investor in thenotes. It is possible that hedging or trading
activities of oursor our affiliates in connection with the notescould result in substantial returns for us or our affiliates whilethe
PS-7| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
value of the notes declines. Please refer to"RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
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 the notes is only an estimate determined by reference to several factors. The original issueprice of the
notes exceedsthe estimated value of the notes becausecosts associated withselling, structuring and hedging the notes are
included in the original issue price of the notes. Thesecosts include the selling commissions, 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 ofhedging
our obligations under the notes. See "The Estimated Valueof the Notes"in this pricingsupplement.
•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 pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE-
The internal funding rate usedin the determination of the estimated value of the notes maydiffer from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of thefunding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto those costs for theconventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, whichmay
prove to be incorrect, and is intended toapproximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rateand any potential changes to that rate may have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See"The Estimated Value of the Notes" in thispricing 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 the original issue price of the noteswill be partiallypaid back to you in
connection with any repurchases of your notesbyJPMS in an amount that willdecline 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 value of the notes aspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket pricesof the notes willlikely be lower than theoriginal issue price of the notes because, amongother
things, secondarymarket prices take intoaccount our internal secondarymarket funding rates for structureddebt issuances and,
also, because secondary market pricesmay exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in the original issue price of the notes.As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all,is likely to be lower than the originalissue price. Any sale by you prior to
the Maturity Datecould 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 the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the levelsof the Indices.Additionally, independent pricing vendors and/or thirdparty broker-dealers may publish a price
for the notes, which mayalsobe reflected on customer account statements. This price may be different (higher or lower)than the
price of the notes, if any, at whichJPMS may be willing to purchase your notes in the secondarymarket. 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.
PS-8| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
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 takinganycorporate action that might affect
the level of the S&P 500® Index.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
Some of the equity securities included in the Nasdaq-100 Index® have been issued by non-U.S. companies. Investmentsin
securities linked to thevalue of such non-U.S. equitysecurities involve risks associated with thehome countries of the issuersof
those non-U.S. equity securities.
•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 ontheir stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
PS-9| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
The Indices
The S&P 500®Index consistsof stocks of 500 companies selected 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.
TheNasdaq-100 Index®isa modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additional information about the Nasdaq-100 Index®, see "Equity Index
Descriptions -The Nasdaq-100 Index®" in theaccompanying underlying supplement.
The Russell 2000® Indexconsists of the middle 2,000companies included in the Russell 3000E™Indexand, asa result of theindex
calculation methodology, consistsof the smallest 2,000 companies included in the Russell 3000® Index. The Russell2000®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 the accompanying underlyingsupplement.
Historical Information
The following graphs set forththe historical performance of each Index based on the weekly historical closing levels fromJanuary4,
2019 through October 25, 2024. The closinglevelof the S&P 500® Index on October 28, 2024 was 5,823.52. Theclosing levelof the
Nasdaq-100 Index®on October 28, 2024 was 20,351.07. The closing level of the Russell 2000® Indexon October 28, 2024was
2,244.068.Weobtained the closing levelsabove and below from the BloombergProfessional®service ("Bloomberg"), without
independent verification.
The historical closing levels of each Index should not be taken asan indication of future performance, and no assurance can be given
as totheclosing level ofany Index on any Review Date. There can be noassurance that the performance of the Indiceswill result in
the return of any of your principal amount.
PS-10| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
Tax Treatment
In determining our reporting responsibilities, we intend to treat the notes for U.S. federal income tax purposes as "open transactions"
that are not debt instruments,as described in the section entitled "Material U.S. Federal Income Tax Consequences- Tax
Consequences to U.S. Holders -Notes Treated as OpenTransactions That Are Not Debt Instruments" in the accompanying product
supplement no. 4-I. Based on the adviceof Davis Polk & WardwellLLP, our special tax counsel, we believe that this is a reasonable
treatment, but that there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character of
any income or loss on the notes could be materiallyand adversely affected.
No statutory, judicial or administrative authority directly addresses the characterization of the notes (or similar instruments) for U.S.
federal income tax purposes, and no ruling isbeing requested from the IRS with respect to their proper characterizationand treatment.
Assuming that "open transaction" treatment is respected, the gain or loss on your notes should be treatedaslong-term capital gain or
loss if you hold your notes formore than a year, whether or not you are an initial purchaser of the notesat the issue price. However,
the IRS or a court may not respect the treatment of the notes as "open transactions," in which case the timing and character of any
income or loss on the notes could be materially and adversely affected. For instance, the notescould be treated as contingent payment
debt instruments, in which case the gain on your notes would be treated asordinary income andyou would be required to accrue
originalissuediscount on your notes in each taxable year at the "comparable yield," as determined by us, although we willnot make
any payment with respect to the notes prior to redemption.
PS-11| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid
forwardcontracts" 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 ofrelated topics, including thecharacter of
income or loss with respect tothese instruments; the relevance of factors such as the nature of the underlying property towhichthe
instrumentsarelinked; the degree, if any, to which income (including anymandated 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 capitalgain as ordinary income and impose anotional interest charge. While
the notice requestscommentson appropriatetransition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issues could materially and adversely affect thetax consequences of an investment in the
notes, possibly with retroactive effect. You should review carefully the section entitled "Material U.S. Federal Income Tax
Consequences" in the accompanying product supplement and consult your taxadviser regarding the U.S. federal income tax
consequencesof aninvestment inthenotes, including possible alternative treatments and the issuespresented by this notice.
Section 871(m) of the Code and Treasury regulations promulgatedthereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalentspaid or deemedpaid to Non-U.S. Holders with respect to certain
financial instrumentslinked to U.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 to January
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinationsmade by us, our special taxcounsel isof the
opinion that Section 871(m) shouldnot apply to the notes with regard to Non-U.S. Holders. Our determination is not binding onthe
IRS, and the IRS may disagree with this determination.Section 871(m) is complex and itsapplication may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You shouldconsult your tax
adviser regarding the potential application of Section871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal tothe sum of thevalues of the following
hypothetical components: (1) a fixed-income debt component withthesame maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivativesunderlyingthe 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 secondarymarket (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of thenotesmay differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybebased on, among other 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 fixed income
instruments of JPMorgan Chase & Co.This internal fundingrate is based on certain market inputs and assumptions, whichmay prove
to be incorrect, and is intended to approximatethe prevailing market replacement funding rate for thenotes. Theuse of an internal
funding rate and any potential changes to that ratemay 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 Prices of the Notes- The Estimated Value of the NotesIs Derived by Reference to an InternalFunding Rate" in this
pricing supplement.
The value of the derivativeor derivativesunderlying the economic terms of the notes is derived from internal pricingmodelsof our
affiliates. Thesemodelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
various other inputs, someof 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 areset based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations for the notes that are greater than or less than the estimated valueof 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, thevalue of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notes fromyou in secondarymarket transactions.
PS-12| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
The estimated value of the notes is lower than the originalissue price of the notes because costs associated withselling, structuring
and hedging the notes are included in the original issue price of the notes. These costsinclude 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 obligationsunder the notes. Because hedgingour
obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that ismoreor
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be
allowed to other affiliatedor 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 SecondaryMarket Prices ofthe Notes- The Estimated
Value of the Notes Is LowerThan the Original Issue 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 pricesof 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 impactedbymany
economic and market factors"in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue priceof 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 costscan includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances. This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of the notes. Thelength of anysuch initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates. See"Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes - The Value of the Notesas 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.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work"and "Note Payout Scenarios" in this pricing supplement for an illustration of the risk-return profile of
the notes and"The Indices" in thispricing supplement for a description of the market exposure provided by the notes.
The originalissueprice 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 affiliatesexpect to realize for assumingrisks inherent
in hedging our obligationsunder thenotes, plus the estimated cost of 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 JPMorgan Financial pursuant to theindenture, the trustee and/or paying
agent has made, in accordance with the instructions fromJPMorgan Financial, the appropriate entries or notations in its records relating
to the master globalnote that represents such notes(the "master note"), and such noteshave beendelivered against payment as
contemplated herein, such noteswill be valid and binding obligations of JPMorgan Financial and the relatedguarantee will constitutea
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, conceptsof good faith, fair dealingand the lack ofbad faith),provided that such counsel
expresses no 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.'s obligationunder 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 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 andits authentication of themaster note and the validity, binding nature
and enforceabilityof the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
PS-13| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to theLeast Performing of
the S&P 500®Index,theNasdaq-100 Index®andtheRussell 2000®Index
Additional Terms Specific to the Notes
You should read thispricing supplement together with the accompanying prospectus, as supplementedbythe accompanying
prospectus supplement 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 in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, 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 writtenmaterialsincludingpreliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. You shouldcarefully consider, among other things, the matters set forth in the "RiskFactors" sections of the accompanying
prospectus supplement 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.gov asfollows (or if such addresshas changed, by reviewing our
filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectusaddendum datedJune 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.