JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 11:44
Primary Offering Prospectus - Form 424B2
October 28, 2024
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-Idated April 13, 2023, underlying supplement no. 1-Idated April 13, 2023, the prospectus and
prospectussupplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$378,000
Uncapped Accelerated Barrier Notes Linked to the
Lesser Performing of the iShares® MSCI EAFE ETF
and the EURO STOXX 50® Index due November 1,
2029
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek an uncapped return of 1.99 times any appreciationof the lesser performing
of the iShares® MSCI EAFE ETF and the EURO STOXX 50® Index, which we refer to as the Underlyings, at maturity.
●Investors should be willing to forgo interest and dividend payments and be willing tolose some or all of their principal
amount at maturity.
●The notes areunsecured andunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, thepayment 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 Underlyings. Paymentson the notes are linked to the
performance of each of the Underlyings individually, asdescribed below.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes priced on October 28, 2024 and are expected to settleon or about October 31, 2024.
●CUSIP: 48135UFL9
Investing in the notes involves a number ofrisks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-3of 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 accuracy or theadequacyof this pricingsupplement or the accompanying product supplement,
underlying supplement, prospectus supplement,prospectus and 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
$40.8432
$959.1568
Total
$378,000
$15,438.75
$362,561.25
(1) See "Supplemental Use of Proceeds"in this pricing supplementfor information about the components of the price to public ofthe notes.
(2) J.P. Morgan Securities LLC, which we refer toasJPMS, actingas agent for JPMorgan Financial, will pay allof the selling commissions
it receivesfrom us to other affiliated or unaffiliated dealers. These selling commissions will vary andwill be up to $41.25 per $1,000
principal amount note.See "Plan of Distribution (Conflicts of Interest)" in theaccompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $908.80 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotesare not bankdeposits, are not insuredbythe FederalDeposit Insurance Corporationor any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The EURO STOXX 50®Index (Bloomberg
ticker: SX5E) (the "Index") and the iShares®MSCI EAFE
ETF (Bloomberg ticker: EFA) (the "Fund") (each of the Index
and the Fund, an "Underlying"andcollectively, the
"Underlyings")
Upside Leverage Factor:1.99
Barrier Amount: With respect to each Underlying, 70.00%
of its Initial Value, which is $56.364 for the Fund and
3,478.881 for the Index
Pricing Date:October 28, 2024
Original Issue Date (Settlement Date):On or about
October 31, 2024
Observation Date*:October 29, 2029
Maturity Date*:November 1,2029
* Subject to postponement in the event of a market
disruption event and as described under "General Termsof
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 or earlyacceleration in
the event of a change-in-law event asdescribedunder
"General Terms of Notes- Consequences of a Change-in-
Law Event" in the accompanying product supplement and
"Selected Risk Considerations-We May Accelerate Your
Notes If a Change-in-Law Event Occurs" in this pricing
supplement
Payment at Maturity:
If the Final Value of each Underlying is greater than its
Initial Value, your payment at maturityper $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Underlying Return ×
Upside Leverage Factor)
If the Final Value of either Underlying is equal toor less
than itsInitial Value but the Final Valueof each Underlying
is greater than or equal toits Barrier Amount, you will
receive the principal amount of your notes at maturity.
If the Final Value of either Underlying isless than its Barrier
Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000+ ($1,000 × Lesser Performing Underlying Return)
If the Final Value of either Underlying isless than its Barrier
Amount, you will lose more than 30.00% of your principal
amount at maturity andcould lose all of your principal
amount at maturity.
Lesser Performing Underlying: The Underlying with the
Lesser Performing Underlying Return
Lesser Performing Underlying Return: The lower of the
Underlying Returns of the Underlyings
Underlying Return: With respect to each Underlying,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to each Underlying, theclosing
value of that Underlying on the Pricing Date, which was
$80.52 for the iShares®MSCI EAFE ETF and 4,969.83 for
the EURO STOXX 50® Index
Final Value:With respect to each Underlying, the closing
value of that Underlying on the Observation Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced indetermining the closing value of the Fund and
is set equal to1.0 on the Pricing Date. The Share
Adjustment Factor is subject to adjustment upon the
occurrence of certain events affecting the Fund. See "The
Underlyings- Funds- Anti-Dilution Adjustments" in the
accompanying product supplement for further information.
PS-2 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of thispricingsupplement and thecorrespondingterms of the notes. Notwithstanding
anything to the contraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
Hypothetical Payout Profile
The following table and graph illustrate thehypothetical total return and payment at maturity on the noteslinkedto two hypothetical
Underlyings. The "total return" as usedin this pricing supplement isthe number, expressed asa percentage, that results from
comparing the payment at maturityper $1,000 principal amount note to $1,000. The hypothetical total returns and paymentsset forth
below assume the following:
●an Initial Value for the Lesser Performing Underlying of 100.00;
●an Upside Leverage Factor of 1.99; and
●a Barrier Amount for the Lesser Performing Underlying of 70.00 (equalto 70.00% of its hypothetical Initial Value).
The hypothetical Initial Value of the Lesser Performing Underlying of 100.00 has beenchosen for illustrative purposes onlyand does
not represent the actual Initial Value of either Underlying. The actualInitial Value of each Underlying is the closing value of that
Underlying onthe Pricing Date andis specifiedunder "Key Terms-Initial Value" in this pricingsupplement. For historicaldata
regarding the actual closing values of each Underlying, please see the historical information set forth under "TheUnderlyings" 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 appearing in the following table and
graph have been rounded for ease of analysis.
Final Value of the Lesser
Performing Underlying
Lesser Performing
Underlying Return
Total Return on the Notes
Payment at Maturity
180.00
80.00%
159.20%
$2,592.00
170.00
70.00%
139.30%
$2,393.00
160.00
60.00%
119.40%
$2,194.00
150.00
50.00%
99.50%
$1,995.00
140.00
40.00%
79.60%
$1,796.00
130.00
30.00%
59.70%
$1,597.00
120.00
20.00%
39.80%
$1,398.00
110.00
10.00%
19.90%
$1,199.00
105.00
5.00%
9.95%
$1,099.50
101.00
1.00%
1.99%
$1,019.90
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-3 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
The following graph demonstratesthehypothetical payments at maturity on thenotes for a sub-set of Lesser Performing Underlying
Returns detailed in the table above (-50% to 50%). There can be no assurance that the performance of the Lesser Performing
Underlying will result in the return of any of your principalamount.
How the Notes Work
Upside Scenario:
If the Final Value of each Underlying is greater than its Initial Value, investors will receive at maturity the $1,000 principal amount plusa
return equal tothe Lesser Performing Underlying Returntimes the Upside Leverage Factor of 1.99.
●If the closing value of the Lesser Performing Underlying increases 10.00%, investors will receive at maturity a return of 19.90%, or
$1,199.00 per $1,000 principal amount note.
Par Scenario:
If the Final Value of either Underlying is equal toor is less than its Initial Value but the Final Value of each Underlying is greater than or
equal toits Barrier Amount of 70.00% of its Initial Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value of either Underlying isless than its Barrier Amount of 70.00% of its Initial Value, investors will lose 1% of the principal
amount of their notes for every 1% that the Final Value of the Lesser Performing Underlying is less than its Initial Value.
●For example, if theclosing value of the Lesser Performing Underlying declines 60.00%, investors will lose60.00% of their principal
amount and receive only $400.00 per $1,000 principal amount note at maturity.
The hypothetical returns and hypothetical payments on the notesshown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with anysale in the secondarymarket. If these fees
and expenses were included, the hypothetical returnsandhypothetical payments shown above wouldlikely be lower.
Selected Risk Considerations
An investment in the notes involvessignificant risks. These risks are explained in more detail in the "RiskFactors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the Final Value of either Underlying is less than its Barrier Amount, you will
lose 1% of the principal amount of your notes for every 1% that the Final Value of the Lesser Performing Underlying isless than its
Initial Value. Accordingly, under these circumstances, you will lose more than 30.00% of your principal amount at maturity and
could loseall 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, asdetermined by themarket for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
PS-4 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
●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 thecollection of intercompany obligations. Aside from the initial capitalcontribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments 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 of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notesas 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.
●THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE-
If the Final Value of either Underlying isless than its Barrier Amount, the benefit provided by the Barrier Amount will terminate and
you willbe fully exposed to any depreciation of the Lesser Performing Underlying.
●POTENTIAL CONFLICTS-
We and our affiliates play avariety of roles inconnection with the notes. In performingthese duties, our and JPMorgan Chase &
Co.'s economicinterests are potentially adverse to your interests as aninvestor in the notes. It ispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates whilethe
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY EITHER
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
●THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE
VALUE OF THAT UNDERLYING IS VOLATILE.
●THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund is subject to management risk, which is the risk that theinvestment strategies ofthe Fund's investment adviser, the
implementation of which is subject to anumber of constraints, may not produce the intended results. These constraints could
adversely affect the market price of the sharesof the Fund and, consequently, the value ofthe notes.
●THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (asdefined under "The Underlyings" below) and may hold securities different
from those included inits Underlying Index. In addition, the performance of the Fund will reflect additionaltransaction costs and
fees that are not included in the calculation of its Underlying Index. Allof these factors maylead to a lack of correlation between
the performance of the Fund and its UnderlyingIndex. In addition, corporate actions with respect tothe equitysecurities underlying
the Fund (such as mergers and spin-offs) may impact the variance between the performancesof the Fund and its Underlying
Index. Finally, because the sharesof the Fund are traded on a securities exchange and are subject tomarket supply and investor
demand, the market value of one share of the Fund maydiffer from thenet asset value pershare of the Fund.
During periodsof market volatility, securities underlying the Fund maybe unavailable in thesecondarymarket, market participants
maybe unable to calculate accurately thenet asset value per share of the Fund and the liquidity of the Fund maybe adversely
affected. This kind of market volatility mayalso disrupt the ability of market participants tocreate and redeem shares of the Fund.
Further, market volatility mayadversely affect, sometimes materially, the prices at which market participants are willing to buy and
sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from
the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the
performance of its UnderlyingIndex as wellas the net asset value per share of the Fund, whichcould materiallyand adversely
affect the valueof the notes inthe secondary market and/or reduce any payment on the notes.
●NON-U.S. SECURITIES RISK-
The non-U.S. equitysecurities included in or held by the Underlyings havebeen issued by non-U.S. companies. Investmentsin
securitieslinked to the value of such non-U.S. equitysecurities involve risks associated with thehome countries and/or the
securitiesmarkets in thehome countries of theissuers of those non-U.S. equitysecurities.Also, with respect to equity securities
that are not listed in the U.S., there is generally less publiclyavailable information about companies insome of thesejurisdictions
than there isabout U.S. companies that are subject to the reporting requirementsof the SEC.
●THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUND -
Because the pricesof the equity securities held bytheFundare converted into U.S. dollars for purposesof calculating the net
asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect toeach of thecurrencies
in which the equitysecuritiesheld by the Fund trade. Your net exposure will depend on the extent to which those currencies
strengthen or weaken against the U.S. dollar and the relative weight of equitysecurities held bythe Fund denominated in each of
those currencies. If,taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the price of
the Fund will be adversely affected andany payment on the notes may be reduced.
●NO DIRECT EXPOSURE TOFLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE INDEX -
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securitiesincluded in the Indexare based, although any currency fluctuations could affect the performance of the Index.
PS-5 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments on the notes are not linkedto a basket composed of the Underlyings and are contingent upon the performanceof each
individual Underlying. Poor performance byeither of the Underlyings over the term of thenotesmay negativelyaffect your payment
at maturity and will not be offset or mitigated by positive performanceby the other Underlying.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
●THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent will not make an adjustment in response to all events that couldaffect the shares of the Fund. If an
event occurs that doesnot require the calculation agent to makean adjustment, the value of the notes maybe materially and
adversely affected.
●WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS -
Upon the announcement or occurrence of legal or regulatorychanges that the calculation agent determinesare likely to interfere
with your or our ability to transact in or hold the notes or our abilityto hedge or perform ourobligations under the notes, we may, in
our sole andabsolute discretion, accelerate the payment on your notes and pay you an amount determined in good faith and in a
commercially reasonable manner by the calculation agent. If the payment on your notes is accelerated, your investment may result
in a loss and you may not be able to reinvest your moneyin a comparableinvestment. Please see "General Terms of Notes-
Consequences of a Change-in-Law Event" in the accompanying product supplement for more information.
●LACK OF LIQUIDITY -
The notes will not be listedon anysecurities exchange. Accordingly, theprice at which you may be able to tradeyour notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to beshort-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
●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 issue price of the
notes exceedsthe estimated value of the notes because costs associated with selling, structuring and hedging the notesare
included in theoriginal 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 notesand theestimatedcost of hedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
●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 used in the determination of the estimated value of the notes maydiffer from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any differencemay
be based on, among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to 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 rate and anypotential changes 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 the original issue price of the notes will be partiallypaid back to you in
connection with any repurchases of yournotesby JPMS inan 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 may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market pricesof 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, becausesecondarymarket prices may exclude sellingcommissions, projected hedging profits, if any, and estimatedhedging
costs that are included inthe original issue price of the notes. As a result, the price, if any, at which JPMS will be willingtobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale byyou 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 the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, aside from theselling commissions, projected hedging profits, if any, estimated hedging
costs and the valuesof the Underlyings. Additionally, independent pricing vendors and/or third party broker-dealers maypublish a
price for the notes, which may also be reflected on customer account statements. Thisprice may be different (higher or lower) than
the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk Factors -
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes-Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in theaccompanying product supplement.
PS-6 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
The Underlyings
The iShares® MSCI EAFE ETF isan exchange-traded fundof iShares® Trust, a registered investment company, that seeks to track the
investment results, before fees and expenses, of an index composedof large- and mid-capitalization developedmarket equities,
excluding the United States and Canada, which we refer to as the Underlying Index with respect to theiShares®MSCI EAFE ETF. The
Underlying Index for the iShares®MSCI EAFE ETF iscurrently theMSCI EAFE® Index. The MSCI EAFE®Indexis a free float-adjusted
market capitalization index intended to measure the equitymarket performance of certain developed markets, excluding the United
States and Canada. For additional information about the iShares®MSCI EAFE ETF, see "Fund Descriptions -The iShares®ETFs" in
the accompanying underlyingsupplement.
The EURO STOXX 50® Index consistsof 50 component stocks of market sector leaders from within the Eurozone. The EURO STOXX
50® Index and STOXX are theintellectual property (includingregistered trademarks) of STOXX Limited, Zurich, Switzerland and/or its
licensors (the "Licensors"), which are used under license. The notes based on the EURO STOXX 50® Index are in no way sponsored,
endorsed, sold or promoted by STOXX Limited andits Licensors and neither STOXX Limited nor anyof its Licensors shall have any
liability with respect thereto. For additional information about the EURO STOXX 50®Index, see "Equity Index Descriptions- The
STOXX Benchmark Indices" in the accompanying underlying supplement.
Historical Information
The following graphs set forththe historical performance of each Underlying based on theweekly historicalclosing values from January
4, 2019 through October 25, 2024. Theclosing value of the iShares® MSCI EAFE ETF on October 28, 2024 was $80.52. Theclosing
value of the EURO STOXX 50®Index on October 28, 2024 was 4,969.83. We obtained the closing values above and below from the
Bloomberg Professional®service ("Bloomberg"), without independent verification. The closing values of the Fund above and below may
have been adjusted by Bloomberg for actions taken by the Fund, such as stock splits.
The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be
given as to the closing value of either Underlyingon the Observation Date. There can beno assurance that the performanceof the
Underlyings will result in the return of any of your principalamount.
Historical Performance of the iShares® MSCI EAFE ETF
Source: Bloomberg
PS-7 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
Historical Performance of the EURO STOXX 50® Index
Source: Bloomberg
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read in combination withthat section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Basedon current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income Tax
Consequences-Tax Consequences to U.S. Holders-NotesTreated as Open Transactions That Are Not Debt Instruments" inthe
accompanying product supplement. Assuming this treatment is respected, subject to thepossible application of the "constructive
ownership" rules, the gain or losson your notes should be treatedas long-term capital gain or lossif you hold your notes for more than
a year, whether or not you are an initial purchaser of notes at the issue price. The notescould be treated as "constructiveownership
transactions" within themeaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-term capitalgain and that wasin excess of the "net underlying long-termcapital gain" (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a
constant yield over your holding period for the notes. Our special taxcounsel has not expressed an opinion with respect towhether the
constructive ownership rules apply to the notes. Accordingly, U.S. Holders shouldconsult their tax advisers regarding the potential
application of theconstructiveownership rules.
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of anyincome
or losson your notes could bemateriallyandadverselyaffected. 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 termof their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the
relevance of factors such as the nature of the underlyingproperty to which the instruments are linked; the degree, if any, to which
income (includingany mandated accruals) realized by non-U.S. investorsshould besubject to withholding tax; and whether these
instrumentsare or should be subject to the constructiveownership regime described above. While thenotice requests comments on
appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these
issues couldmaterially and adversely affect the tax consequences of an investment in thenotes, possibly with retroactive effect. You
shouldconsult your tax adviser regarding the U.S. federal income taxconsequences of an investment in the notes, including the
potential application of the constructive ownership rules, possible alternative treatments and theissues presentedby this notice.
PS-8 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
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 equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked 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 the applicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scope of 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 pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section871(m) should not 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 into other transactions with respect to an Underlying Security. Youshould consultyour tax
adviser regarding the potential application of Section871(m) to the notes.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of this pricing supplement isequal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component withthe same maturityasthe notes, valued using the internal funding
rate described 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 in the determination of the estimatedvalue of the notesmaydiffer from the market-impliedfunding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any difference may be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance,operational
and ongoing liabilitymanagement costs of the notesin comparison tothosecosts for the conventional fixed incomeinstruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which mayprove to beincorrect,
and is intendedto approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rateand
any potential changes to that rate mayhave an adverse effect on theterms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations - The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricingsupplement.
The value of the derivativeor derivatives underlying the economic terms of thenotes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthe traded market prices of comparable derivative instruments and onvarious
other inputs, some of 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 are setbased on market conditions and other relevant factors and assumptionsexisting at that time.
The estimated value of thenotes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsandassumptionscould provide valuations for the 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 assumptionsmay prove to be incorrect. On
future dates, the value of the notes couldchange significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buynotesfromyou in secondarymarket transactions.
The estimated value of thenotes is lower than the original issue priceof the notes becausecosts associated with selling, structuring
and hedging the notes are included in the originalissue price of the notes. These costsinclude the sellingcommissionspaid 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 obligations under the notes. Because hedging our
obligations entails riskandmay be influenced by market forces beyond our control, thishedging may result in a profit that ismore or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notesmay 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 -The Estimated Value of the NotesIs Lower Than the Original Issue Price (Price to Public) of the
Notes" in thispricing supplement.
PS-9 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
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 impacted bymany
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 will be partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initialpredetermined 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. Thisinitial predetermined time period is intended to be the shorter of six monthsand one-half of the
stated term of the notes. The length of any such initial period reflects thestructure of the notes, whether our affiliatesexpect to earn a
profit inconnection with our hedging activities, the estimated costs of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations -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 aLimited 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 andmarket exposure provided by the
notes. See "HypotheticalPayout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-returnprofile
of the notes and "The Underlyings" in thispricing supplement for adescription of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliatesexpect to realize for assuming risks inherent
in hedging our obligationsunder the notes, 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 special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offeredby this pricing supplement have beenissued by JPMorgan Financialpursuant to the indenture, the trustee and/orpaying
agent has made, in accordance with the instructions fromJPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the "master note"), and such notes have beendelivered against payment as
contemplated herein, suchnotes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
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 applicablelaw by limiting the amount of JPMorgan Chase & Co.'sobligationunder the related guarantee.
Thisopinion is given as of thedate 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 thevalidity, binding nature
and enforceability of the indenture with respect 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 this pricing supplement together with the accompanying prospectus, as supplementedby theaccompanying
prospectussupplement relating to our Series A medium-term notes of which thesenotes 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 notesandsupersedes 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, samplestructures, fact sheets, brochures or other educational materialsof
ours. Youshould carefully consider, among other things, the matters set forth in the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement andin 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.
PS-10 | Structured Investments
UncappedAccelerated Barrier Notes Linkedto theLesser Performing of the
iShares® MSCIEAFE ETF andtheEURO STOXX 50® Index
You may access these documentson the SEC website atwww.sec.gov asfollows (or if such address has 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:
●Prospectus addendum datedJune 3,2024:
Our Central Index Key, orCIK,on theSEC website is 1665650,and JPMorgan Chase & Co.'sCIK is 19617. Asused in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.