JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:06
Primary Offering Prospectus - Form 424B2
October 30, 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
$4,141,000
Capped Buffered Return Enhanced Notes Linked to
the S&P 500® Index due May 5, 2026
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a return of 1.50 times any appreciation of the S&P 500® Index, up to a
maximum returnof 17.40%,at maturity.
●Investors should be willing to forgo interest and dividend payments and be willing tolose up to90.00% 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.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notespriced on October 30, 2024 and are expectedtosettle on or about November 4, 2024.
●CUSIP: 48135UE89
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-4of 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 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
-
$1,000
Total
$4,141,000
-
$4,141,000
(1) See "Supplemental Use of Proceeds"in this pricing supplementfor information about the components of the price to publicofthe notes.
(2) Allsalesof thenoteswill bemade to certain fee-based advisory accountsfor whichan affiliated orunaffiliated broker-dealerisan
investment adviser. These broker-dealerswill forgo any commissions related to thesesales. See "Planof Distribution (Conflicts of Interest)"
in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $994.50 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotesare not bankdeposits, arenot insuredby theFederalDeposit InsuranceCorporation or anyother governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Capped Buffered Return Enhanced NotesLinkedtothe S&P 500® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The S&P 500®Index (Bloomberg ticker: SPX)
Maximum Return: 17.40% (corresponding to a maximum
payment at maturity of $1,174.00 per $1,000principal amount
note)
Upside Leverage Factor:1.50
Buffer Amount:10.00%
Pricing Date:October 30, 2024
Original Issue Date (Settlement Date):On or about
November 4, 2024
Observation Date*:April 30, 2026
Maturity Date*:May5, 2026
* 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 a
Single Underlying - Notes Linked to aSingle Underlying
(Other Than a Commodity Index)" and "GeneralTerms of
Notes -Postponement of a Payment Date" in the
accompanying product supplement
Payment at Maturity:If the Final Valueis greater than the Initial
Value, your payment at maturity per$1,000 principal amount
note will be calculated as follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor),
subject to theMaximum Return
If the Final Value isequal to the Initial Value or isless than the
InitialValue byup to the Buffer Amount, you will receive the
principal amount of your notes at maturity.
If the Final Value isless than the Initial Value by more than the
Buffer Amount, your paymentat maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If the Final Value isless than the Initial Value by more than the
Buffer Amount, you will lose some or most of your principal
amount at maturity.
Index Return: (Final Value -Initial Value)
Initial Value
Initial Value:The closing level of the Index on the Pricing Date,
which was 5,813.67
Final Value:Theclosing level of theIndex on the Observation
Date
PS-2 | Structured Investments
Capped Buffered Return Enhanced NotesLinkedtothe S&P 500® 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 the hypothetical total return and payment at maturity on the noteslinkedto a hypothetical Index.
The "total return" as used in this pricing supplement is the number, expressed asa percentage, that resultsfrom comparing the
payment at maturity per $1,000 principalamount noteto $1,000. The hypothetical total returnsand payments set forthbelow assume
the following:
●an Initial Value of 100.00;
●a Maximum Return of 17.40%;
●an Upside Leverage Factor of 1.50; and
●a Buffer Amount of 10.00%.
The hypothetical Initial Value of 100.00 hasbeen chosen for illustrative purposes only and does not represent the actual Initial Value.
The actual Initial Value is the closinglevel of the Index on the Pricing Date and is specified under "Key Terms-Initial Value" in this
pricing supplement. For historicaldata regarding the actual closing levels of the Index, please see the historicalinformation set forth
under "The Index" in this pricing supplement.
Each hypothetical total returnor hypothetical payment at maturity set forth below isfor 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
Index Return
Total Returnon the Notes
Payment at Maturity
180.00
80.00%
17.40%
$1,174.00
170.00
70.00%
17.40%
$1,174.00
160.00
60.00%
17.40%
$1,174.00
150.00
50.00%
17.40%
$1,174.00
140.00
40.00%
17.40%
$1,174.00
130.00
30.00%
17.40%
$1,174.00
120.00
20.00%
17.40%
$1,174.00
111.60
11.60%
17.40%
$1,174.00
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
85.00
-15.00%
-5.00%
$950.00
80.00
-20.00%
-10.00%
$900.00
70.00
-30.00%
-20.00%
$800.00
60.00
-40.00%
-30.00%
$700.00
50.00
-50.00%
-40.00%
$600.00
40.00
-60.00%
-50.00%
$500.00
30.00
-70.00%
-60.00%
$400.00
20.00
-80.00%
-70.00%
$300.00
10.00
-90.00%
-80.00%
$200.00
0.00
-100.00%
-90.00%
$100.00
PS-3 | Structured Investments
Capped Buffered Return Enhanced NotesLinkedtothe S&P 500® Index
The following graph demonstratesthehypothetical payments at maturity on the notes for a range of Index Returns (-40% to 40%).
There can be no assurance that the performance of the Index will result in the return of any of your principal amount in excess of
$100.00per $1,000 principalamount note, subject to the credit risks of JPMorgan Financial andJPMorgan Chase & Co.
How the Notes Work
Upside Scenario:
If the Final Value isgreater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to
1.50 times the Index Return, subject to the Maximum Return of 17.40%. An investor will realize the maximum payment at maturityat a
Final Value at or above 111.60% of the Initial Value.
●If the closing level of the Index increases5.00%, investors will receive at maturitya return of 7.50%, or $1,075.00 per $1,000
principal amount note.
●If the closing level of the Index increases40.00%, investorswill receiveat maturitya return equal to theMaximum Return of
17.40%, or $1,174.00 per $1,000 principal amount note, which is themaximum payment atmaturity.
Par Scenario:
If the Final Value isequal to the Initial Value or isless than the Initial Value by up to the Buffer Amount of 10.00%, investors will receive
at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value isless than the Initial Value by more than the Buffer Amount of 10.00%, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
●For example, if theclosing level of the Index declines 50.00%, investors will lose 40.00%of their principal amount and receive only
$600.00per $1,000 principalamount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above applyonly 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.
PS-4 | Structured Investments
Capped Buffered Return Enhanced NotesLinkedtothe S&P 500® Index
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 is less than the InitialValueby more than 10.00%, you will
lose 1% of the principal amount of your notes for every 1% that the Final Value is lessthan the Initial Valueby more than 10.00%.
Accordingly, under these circumstances, you will lose up to90.00% of your principal amount at maturity.
●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,
regardless of any appreciation of the Index, which maybe significant.
●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 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 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 affiliatesplay a varietyof roles inconnection with the notes. In performing these 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 thenotescould result insubstantial 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.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●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.
●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 J.P. Morgan Securities LLC, which we refer to as JPMS, is willing tobuy the notes. You
maynot be abletosell your notes. The notes are not designed to be short-term trading instruments. Accordingly, youshould 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 structuring andhedging the notes areincluded in
the original issue price of the notes. These costsinclude the projected profits, if any, that our affiliatesexpect to realizefor
assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the
notes. See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Valueof 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, which may
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.
PS-5 | Structured Investments
Capped Buffered Return Enhanced NotesLinkedtothe S&P 500® Index
●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 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 valueof the notesas 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 thenotes will likely belower 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 projected hedging profits, if any, and estimated hedging costs that are
included in theoriginal issue price of the notes. Asa result, the price, if any, at which JPMS will be willing to buy the notes from you
in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale 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 theprojected hedging profits, if any, estimated hedging costsandthe level of
the Index. Additionally, independent pricing vendors and/or third party broker-dealersmaypublisha price for the notes, which may
also be reflected on customer account statements. Thisprice may be different (higher or lower) than the price of thenotes, if any,
at whichJPMS may be willing to purchaseyour notes in the secondarymarket. See "RiskFactors - 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.
The Index
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.
Historical Information
The following graph sets forththe historical performance of the Indexbased on the weeklyhistorical closing levelsof the Index from
January4, 2019 through October 25, 2024. Theclosing level of the Index on October 30, 2024 was 5,813.67. We obtained theclosing
levels above and below from the Bloomberg Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of the Index should not be takenas an indication of future performance, and no assurance can be given as
to the closing level of the Index on the Observation Date. There can be noassurance that the performance of the Index will result in the
return of any of your principal amount in excessof $100.00 per $1,000 principal amount note, subject to the credit risksof JPMorgan
Financial and JPMorgan Chase & Co.
Historical Performance of the S&P 500®Index
Source: Bloomberg
PS-6 | Structured Investments
Capped Buffered Return Enhanced NotesLinkedtothe S&P 500® Index
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 isreasonable 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-
termcapitalgain or loss if you hold your notes for more than a year, whether or not you arean initial purchaser of notes at the issue
price. However, the IRS or acourt maynot respect this treatment, in which case thetiming andcharacter of any income or loss on the
notes could be materiallyand adversely affected. Inaddition, in 2007Treasury and the IRS released a notice requesting comments on
the U.S. federal income taxtreatment 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 of related topics, including thecharacter of income or loss with respect to these instruments; the relevanceof factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to whichincome (including any mandated
accruals) realized bynon-U.S. investors shouldbe subject to withholding tax; and whether these instruments are or should be subject
to the "constructive ownership" regime, which very generallycanoperate to recharacterizecertain long-term capital gain as ordinary
income and impose a notionalinterest charge. While the notice requestscomments onappropriate transition rulesand effectivedates,
any Treasury regulations or other guidance promulgated after consideration of these issues couldmateriallyandadversely affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. You should consult your taxadviser regardingthe
U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues
presented bythis notice.
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 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 pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made byus, 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-incomedebt component with thesamematurityas the notes, valuedusing 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-implied funding
rate for vanilla fixed income instruments of a similar maturity issuedby JPMorgan 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 notes in 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 intended to approximate theprevailing 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 additionalinformation, 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.
PS-7 | Structured Investments
Capped Buffered Return Enhanced NotesLinkedtothe S&P 500® Index
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 thenotes is lower than the original issue priceof the notes becausecosts associated with structuring and
hedging the notes are included in the original issue price of the notes. These costsincludethe projected profits, if any, that our affiliates
expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimatedcost of hedging our
obligations under the notes. Because hedging our obligations entails riskand may be influenced by market forces beyond our control,
thishedging may result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits,if any, realized in
hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and we or one or moreof our affiliates
will retain any remaining hedging profits. See "Selected Risk Considerations - The Estimated Value of the Notes Is Lower Thanthe
Original Issue Price (Price to Public) of the Notes" inthis pricing 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 beimpactedby many
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in theoriginal issue price of the notes willbe partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initialpredetermined period. These costscan include projected hedging profits, if
any, and, insomecircumstances, estimated hedgingcostsand our internal secondary market funding rates for structured debt
issuances. This initialpredetermined time period is intended to be the shorter of six months and one-half of the stated term of the notes.
The length of any suchinitial period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with
our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by ouraffiliates. See
"Selected Risk Considerations-The Value of the Notes asPublished 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-returnprofile andmarket exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-return profile
of the notes and "The Index" in this pricing 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 (minus) the projected profits (losses) that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimatedcost 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/or paying
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 suchnotes have been delivered against payment as
contemplated herein, suchnotes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitutea
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicablebankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof good faith, fair dealing andthe lack ofbad faith),provided that such counsel
expressesno opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of 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-8 | Structured Investments
Capped Buffered Return Enhanced NotesLinkedtothe S&P 500® Index
Additional Terms Specific to the Notes
You should read thispricing supplement together with theaccompanying prospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained 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 written materials including 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 forthin the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involverisksnot 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 as follows(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, on theSEC websiteis 1665650,and JPMorgan Chase & Co.'sCIK is19617. As used in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.