JPMorgan Chase & Co.
10/29/2024 | Press release | Distributed by Public on 10/29/2024 12:55
Primary Offering Prospectus - Form 424B2
October 25, 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
$1,390,000
Digital Barrier Notes Linked to the Least Performing of
the Russell2000® Index, the S&P 500® Index and the
VanEck® Gold Miners ETF due December 1, 2025
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a fixed returnof 9.00% at maturity if the Final Value of theleast performing
of the Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners ETF, which we refer to as the Underlyings, is
greater than or equal to 65.00% of its Initial Value, which we refer to as a Barrier Amount.
●Investors should be willing to forgo interest and dividend payments and be willing to lose 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, as describedbelow.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes priced on October 25, 2024 and are expected to settle on or about October 30, 2024.
●CUSIP: 48135U4D9
Investing in the notes involves a number of risks. 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-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 of thispricing supplement 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
$6
$994
Total
$1,390,000
$8,340
$1,381,660
(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 toas JPMS, acting as agent for JPMorgan Financial, will pay allof the selling commissions
of $6.00 per $1,000 principal amount noteit receivesfrom usto other affiliated orunaffiliated dealers.See "Planof Distribution(Conflicts of
Interest)" in the accompanyingproductsupplement.
The estimated value of the notes, when the terms of the notes were set, was $971.90 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotes are not bankdeposits, 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
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Russell 2000® Index (Bloomberg ticker:
RTY) and the S&P 500®Index (Bloomberg ticker: SPX) (each
an "Index" andcollectively, the "Indices") and the VanEck®
Gold Miners ETF (Bloomberg ticker: GDX) (the "Fund") (each
of the Indices and the Fund, an "Underlying" andcollectively,
the "Underlyings")
Contingent Digital Return: 9.00%
Barrier Amount:With respect to each Underlying, 65.00% of
its Initial Value, which is 1,435.19675 for the Russell2000®
Index, 3,775.278 for the S&P 500®Index and $27.014 for the
Fund
Pricing Date: October 25, 2024
Original Issue Date (Settlement Date):On or about October
30, 2024
Observation Date*: November 25, 2025
Maturity Date*: December 1,2025
* Subject to postponement in the event of a market disruption
event and as described under "GeneralTerms of Notes -
Postponement of a Determination Date - Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying
product supplement
Payment at Maturity:
If the Final Value of each Underlyingis greater than or equal
to its Barrier Amount, 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 any Underlying is less than its Barrier
Amount, your payment at maturityper $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the Final Value of any Underlying is less than its Barrier
Amount, you will lose more than 35.00% of your principal
amount at maturity andcould lose all of your principal amount
at maturity.
Least Performing Underlying: The Underlying with the
Least Performing Underlying Return
Least Performing Underlying Return: The lowestof 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, the closing
value of that Underlying on the Pricing Date, which was
2,207.995 for the Russell 2000® Index ,5,808.12 for the S&P
500® Index and $41.56 for the VanEck® Gold Miners ETF
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 occurrenceof certain
events affecting the Fund. See "The Underlyings- Funds-
Anti-Dilution Adjustments" in the accompanying product
supplement for further information.
PS-2| Structured Investments
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
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 the hypothetical total return and payment at maturityon the noteslinkedto threehypothetical
Underlyings. The "total return" as used in 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 Least Performing Underlying of 100.00;
●a Contingent Digital Return of 9.00%; and
●a Barrier Amount for the Least Performing Underlying of 65.00 (equal to 65.00% of itshypothetical Initial Value).
The hypothetical Initial Value of the Least Performing Underlying of 100.00has been chosen for illustrative purposes onlyand does not
represent the actual Initial Value of any Underlying. Theactual Initial Value of each Underlying is the closing valueof that Underlying on
the Pricing Date and is specified under "Key Terms -InitialValue" in this pricing supplement. For historical data regarding the actual
closing values of each Underlying, please see the historical information set forth under "The Underlyings" 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
Least Performing
Underlying
Least Performing
Underlying Return
Total Return on the Notes
Payment at Maturity
180.00
80.00%
9.00%
$1,090.00
165.00
65.00%
9.00%
$1,090.00
150.00
50.00%
9.00%
$1,090.00
140.00
40.00%
9.00%
$1,090.00
130.00
30.00%
9.00%
$1,090.00
120.00
20.00%
9.00%
$1,090.00
110.00
10.00%
9.00%
$1,090.00
109.00
9.00%
9.00%
$1,090.00
105.00
5.00%
9.00%
$1,090.00
101.00
1.00%
9.00%
$1,090.00
100.00
0.00%
9.00%
$1,090.00
95.00
-5.00%
9.00%
$1,090.00
90.00
-10.00%
9.00%
$1,090.00
80.00
-20.00%
9.00%
$1,090.00
70.00
-30.00%
9.00%
$1,090.00
65.00
-35.00%
9.00%
$1,090.00
64.99
-35.01%
-35.01%
$649.90
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
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
The following graph demonstratesthehypothetical payments at maturity on thenotes for a sub-set of Least Performing Underlying
Returns detailed in the table above (-60% to 60%). There can be no assurance that the performance of the Least 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 or equal to its Barrier Amount of 65.00% of its Initial Value, investors will receiveat
maturitythe $1,000 principal amount plusa fixed return equal to the Contingent Digital Return of 9.00%, which reflects the maximum
return at maturity.
●If the closing value of the Least Performing Underlyingincreases5.00%, investors will receive at maturity a 9.00% return, or
$1,090.00 per $1,000 principal amount note.
●If the closing value of the Least Performing Underlyingincreases50.00%, investors will receive at maturity a 9.00% return, or
$1,090.00 per $1,000 principal amount note.
●If the closing value of the Least Performing Underlyingdecreases 10.00%, investors will receive at maturity a 9.00% return, or
$1,090.00 per $1,000 principal amount note.
Downside Scenario:
If the Final Value of any Underlying is less than its Barrier Amount of 65.00% of its Initial Value, investors will lose 1% of the principal
amount of their notes for every 1% that the Final Value of the Least Performing Underlying is lessthan its Initial Value.
●For example, if theclosing value of the Least Performing Underlying declines60.00%, 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 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 "Risk Factors" 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 any Underlying is less than its Barrier Amount, you will lose
1% of theprincipal amount of your notes for every1% that the Final Valueof the Least Performing Underlying is less than its Initial
Value. Accordingly, under these circumstances, you will lose more than 35.00% of your principal amount at maturity and couldlose
all of your principal amount at maturity.
●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE CONTINGENT DIGITAL RETURN,
regardless of any appreciation of any Underlying, which maybe significant.
PS-4| Structured Investments
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
●YOUR ABILITY TO RECEIVE THE CONTINGENT DIGITAL RETURN MAY TERMINATE ON THE OBSERVATION DATE-
If the Final Value of any Underlying is less than its Barrier Amount, you will not be entitled to receive the Contingent Digital Return
at maturity. Under these circumstances, you will lose morethan 35.00% of your principalamount 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, 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.
●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 fromJPMorgan 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 notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable tomake
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.
●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 inconnection with thenotes could 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 accompanying product
supplement.
●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. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock pricepressure under adverse marketconditions.
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE FUND -
The non-U.S. equitysecurities held bytheFund have beenissued by non-U.S. companies. Investments in securities linked to the
value of such non-U.S. equitysecuritiesinvolve risks associated with the homecountries and/or the securitiesmarkets in the home
countries of the issuers of those non-U.S. equity securities. Also, with respect to equitysecurities that are not listed inthe U.S.,
there is generally less publiclyavailable information about companies insome of thesejurisdictions than there isabout U.S.
companiesthat 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 non-U.S. equitysecurities held by the Fund are converted into U.S. dollars for purposes of calculating
the net asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the
currenciesin which the non-U.S. equitysecurities held by the Fundtrade. 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 by the Fund
denominatedin each of thosecurrencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those
currencies, the price of the Fund will beadversely affected and any payment on the notes maybe reduced.
●RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE FUND -
All or substantially all of the equitysecurities held by the Fund areissued by companies whose primaryline of business is directly
associated with the gold and/or silver mining industries. As a result, the value of the notes maybe subject to greater volatility and
be more adversely affected by a single economic, political orregulatory occurrence affecting these industries than a different
investment linked to securities of a more broadlydiversified group of issuers.Investments related to gold and silver are considered
speculative and are affected by avarietyof factors. Competitive pressures may have a significant effect on the financial condition
of gold and silver miningcompanies. Also, gold and silver miningcompanies are highly dependent onthe price of gold and silver
bullion, respectively, but may also be adverselyaffected bya variety of worldwide economic, financial and political factors. The
price of gold and silver may fluctuate substantiallyover short periods of time, so the Fund'sshare pricemay bemore volatile than
other types of investments.Fluctuationin the pricesof gold and silver maybe due to a number of factors, including changes in
inflation, changes in currency exchange rates and changes in industrialandcommercial demand for metals (including fabricator
demand). Additionally, increased environmental or labor costs may depress the value of metal investments. These factorscould
affect the gold and silver mining industries and could affect the value of the equity securities held bythe Fund and the price of the
Fund during the term of thenotes, which may adverselyaffect thevalue of your notes.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments on the notes are not linkedto abasket composed of the Underlyings and arecontingent upon the performanceof each
individual Underlying. Poor performance byany of the Underlyings over the termof the notes may negatively affect your payment
at maturity and will not be offset or mitigated by positive performance byany other Underlying.
PS-5| Structured Investments
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING.
●THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE -
If the Final Value of any Underlyingis less than its Barrier Amount, the benefit provided by the Barrier Amount will terminate and
you willbe fully exposed to any depreciation of the Least Performing Underlying.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING
OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
●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 constraintscould
adversely affect the market price of the sharesof the Fund and, consequently, thevalue 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. All of 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 betweenthe 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 shareof 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 calculateaccurately the net asset value per share of the Fundand theliquidity 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 buyand
sell shares of that Fund. As a result, under these circumstances, themarket value of shares of the Fund mayvary 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 well as the net asset value per share of the Fund, which could materiallyand
adversely affect the value of the notes in the secondary market and/or reduce any paymenton the notes.
●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 theFund.
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 materiallyand
adversely affected.
●THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE
VALUE OF THAT UNDERLYING IS VOLATILE.
●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 notesare 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 notes are
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 notesandthe estimated cost ofhedging
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 difference may
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 thispricing supplement.
PS-6| Structured Investments
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
●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 your notesby JPMS in an amount that will decline to zero over an initial predetermined period.
See "SecondaryMarket Prices of the Notes" in this pricingsupplementfor additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the value of the notes aspublished 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, amongother
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, islikely to be lower than the originalissue 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 the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, aside from theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and the valuesof theUnderlyings. Additionally, independent pricing vendors and/or third party broker-dealersmay publish 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 prices of the notes will be
impacted by many economic and market factors" in theaccompanying product supplement.
The Underlyings
The Russell 2000® Indexconsists of the middle 2,000 companies included in the Russell 3000ETM Index and, as a result of theindex
calculation methodology, consistsof the smallest 2,000companies included inthe Russell 3000®Index. The Russell 2000® Index is
designed to track the performance of the small capitalizationsegment of the U.S.equity market. For additional information about the
Russell 2000®Index, see "Equity Index Descriptions -The Russell Indices" in the accompanying underlying supplement.
The S&P 500®Index consistsof stocks of 500 companiesselected to provide aperformance 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.
The VanEck® GoldMiners ETF isan exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to
replicate as closelyaspossible, before feesand expenses, the price andyield performance of the NYSE Arca Gold Miners Index, which
we refer to as the Underlying Index with respect to the VanEck®Gold Miners ETF. The NYSE Arca Gold Miners Index isa modified
market capitalization weighted index composed of publicly traded companies involved primarily in the mining of goldor silver. For
additional information about the VanEck®GoldMiners ETF, see "Fund Descriptions- The VanEck®ETFs" 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 Russell 2000®Indexon October 25, 2024 was2,207.995. The closing value
of the S&P 500® Index on October 25, 2024 was 5,808.12. The closing value of the Fund on October 25, 2024 was $41.56. 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 indicationof future performance, and no assurance can be
given as to the closing value of any Underlying on the Observation Date. Therecanbe no assurance that the performance of the
Underlyings will result in the return of any of your principalamount.
Historical Performance of the Russell 2000®Index
PS-7| Structured Investments
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
Source: Bloomberg
Historical Performance of the S&P 500®Index
Source: Bloomberg
Historical Performance of the VanEck® Gold Miners ETF
Source: Bloomberg
PS-8| Structured Investments
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal IncomeTax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that 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 -Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assuming this treatment is respected, the gainor loss on your notes should be treated aslong-term
capital gain or loss if you holdyour notes for more than ayear, whether or not you are an initialpurchaser of notes at the issue price.
However, the IRS or a court may not respect thistreatment, in which case the timing and character of any income or loss on the notes
could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requestingcomments on the
U.S. federal income tax treatment of "prepaidforward contracts" and similar instruments. The notice focuses in particular onwhether to
require investors in these instruments to accrue income over the term of their investment. It alsoasks for comments onanumber of
related topics, including the character of income or loss with respect to these instruments; the relevance of factors such asthe nature of
the underlying property to which the instruments are linked; the degree, if any, to which income (includingany mandated accruals)
realized bynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should besubject tothe
"constructive ownership" regime, whichverygenerallycanoperate to recharacterize certain long-termcapital gain as ordinary income
and imposea notional interest charge. While the noticerequestscomments on appropriate transition rulesandeffective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materiallyand adverselyaffect the tax
consequencesof an investment in the notes, possibly with retroactive effect. You should consult your taxadviser regarding the U.S.
federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issuespresented by
thisnotice.
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 scopeof Section 871(m) instruments issued prior toJanuary
1, 2027 that donot 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 consult your 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 with the same maturityas the notes, valuedusing the internalfunding
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 (ifany exists) at any
time. The internal funding rate used in the determination of the estimatedvalue of the notesmaydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Anydifferencemay 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 income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which mayprove to beincorrect,
and is intended to approximate theprevailing market replacement funding rate for the notes. The useof 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 tradedmarket prices of comparable derivative instruments and on various
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.
PS-9| Structured Investments
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
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 could changesignificantly 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 buy notesfromyou in secondarymarket transactions.
The estimated value of the notes 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 sellingcommissions 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 obligations under the notes. Becausehedging our
obligations entails riskandmay 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 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.
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 the original 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-returnprofile and market exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for anillustration of the risk-return profile
of the notes and "The Underlyings" in thispricing supplement for adescription of the market exposure provided by the notes.
The original issue price of thenotes 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 relatedguarantee 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 to customary 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.
PS-10| StructuredInvestments
Digital BarrierNotesLinked totheLeastPerformingofthe Russell 2000®Index, the S&P 500®
Index andthe VanEck®Gold Miners ETF
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 these notes are a part, the accompanyingprospectus
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 notes andsupersedes 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 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 documents on the SEC websiteat www.sec.gov asfollows (or if such address haschanged, by
reviewing our filings for the relevant dateon 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,ontheSEC websiteis 1665650,and JPMorgan Chase & Co.'sCIK is 19617. Asused in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.