Results
JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 07:59
Primary Offering Prospectus - Form 424B2
October 30, 2024RegistrationStatement Nos.333-270004and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-I dated April 13,2023, the prospectus andprospectus supplement, each datedApril 13,2023,
and the prospectus addendumdated June 3, 2024
JPMorganChase Financial Company LLC
Structured Investments
$500,000
Callable Contingent Interest Notes Linked to the Common
Stock of Uber Technologies, Inc.due November 4, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
•The notes aredesigned for investors who seek a Contingent Interest Payment with respect to each Review Date for
whichtheclosing price of one share of the Reference Stock is greater than or equal to60.00% of the Initial Value, which
we refer to as the Interest Barrier.
•The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other
than the first and final Interest Payment Dates).
•The earliest date on which the notes may be redeemedearlyisMay5, 2025.
•Investors shouldbe willing to accept the risk of losing some or allof their principal and the risk that no Contingent
Interest Payment may be made with respect to some or all Review Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
•The notes areunsecured and unsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on thenotes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of thenotes.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes priced on October 30, 2024 and are expectedtosettle on or about November 4, 2024.
•CUSIP: 48135US76
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 accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securities commission has approved or disapproved
of the notesor passed upon the accuracyor the adequacy ofthis pricing supplement or theaccompanying product supplement,
prospectus supplement, prospectus and prospectus addendum.Any representation to the contraryis a criminal offense.
Price to Public (1)
Fees and Commissions(2)
Proceeds to Issuer
Per note
$1,000
$18.50
$981.50
Total
$500,000
$9,250
$490,750
(1) See "Supplemental Use ofProceeds" in this pricingsupplement for informationabout the components of the price to public ofthe
notes.
(2) J.P. Morgan Securities LLC, which werefer toas JPMS, acting as agentfor JPMorgan Financial, will payallof theselling
commissionsof$17.50 per $1,000 principal amount note itreceives from us toother affiliated or unaffiliated dealers. JPMS,acting as
agent for JPMorgan Financial, willalso pay all of thestructuringfee of$1.00per $1,000principal amount note it receivesfrom us to
other affiliated orunaffiliated dealers. See "Planof Distribution (Conflicts ofInterest)" intheaccompanying product supplement.
The estimated value of the notes, when the terms of the notes were set,was$964.90 per $1,000 principal amount note.
See"The Estimated Value of theNotes"in this pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: Thecommon stock of Uber Technologies,
Inc., par value $0.00001 per share (Bloomberg ticker: UBER).
We refer to Uber Technologies, Inc. as "Uber."
Contingent Interest Payments:If the notes have not been
previously redeemed earlyand the closing price of one share of
the Reference Stock on anyReview Date is greater than or
equal to the Interest Barrier, you will receive on the applicable
Interest Payment Datefor each $1,000 principal amount notea
Contingent Interest Payment equal to $28.75 (equivalent to a
Contingent Interest Rate of 11.50% per annum, payable at a
rate of2.875%per quarter).
If the closing price of oneshare of the Reference Stock onany
Review Date is less than the Interest Barrier, no Contingent
Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate:11.50% per annum, payable at a
rate of 2.875% per quarter
Interest Barrier/ Trigger Value:60.00% of the Initial Value,
whichis$47.658
Pricing Date:October 30, 2024
Original Issue Date (Settlement Date): On or about November
4, 2024
Review Dates*:January 30, 2025, April 30, 2025, July 30,
2025, October 30, 2025, January 30, 2026, April30, 2026, July
30, 2026 and October 30, 2026(final Review Date)
Interest Payment Dates*:February 4, 2025, May 5, 2025,
August 4, 2025, November 4, 2025, February4, 2026, May 5,
2026, August 4, 2026and the Maturity Date
Maturity Date*: November 4,2026
* Subject to postponement in theevent of amarket disruptionevent
and as describedunder "General Termsof Notes -Postponement
of a Determination Date - NotesLinked toa Single Underlying -
Notes Linked to a Single Underlying (Other Than aCommodity
Index)"and "General Termsof Notes -Postponement of a
Payment Date" in the accompanying product supplement
Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of theInterest Payment Dates (other than the
first and final Interest Payment Dates) at aprice, for each
$1,000 principal amountnote, equal to(a) $1,000 plus(b) the
Contingent Interest Payment, if any, applicable tothe
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The DepositoryTrust
Company, or DTC, at leastthree business days before the
applicable Interest Payment Date on which the notes are
redeemedearly.
Payment at Maturity:
If the notes have not beenredeemed early and the Final Value
is greater than or equal to the Trigger Value, you will receive a
cash payment at maturity, for each $1,000 principal amount
note, equal to (a) $1,000 plus(b) the Contingent Interest
Payment applicable to the final Review Date.
If the notes have not beenredeemed early and the Final Value
is less than the Trigger Value, your payment at maturity per
$1,000 principal amountnotewill be calculated as follows:
$1,000 + ($1,000 × Stock Return)
If thenotes have not beenredeemed earlyand the Final Value
is less than the Trigger Value, you willlose more than 40.00%
of your principal amount at maturity and couldlose all of your
principal amount at maturity.
Stock Return:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing price of oneshare of the Reference
Stock on the Pricing Date, which was $79.43
Final Value: Theclosing price of one shareof the Reference
Stock on the final Review Date
Stock Adjustment Factor:The Stock Adjustment Factor is
referenced in determining theclosing priceof one share of the
Reference Stock and is set equal to 1.0 on thePricing Date.
The Stock Adjustment Factor is subject to adjustment upon the
occurrence of certain corporate events affecting the Reference
Stock. See"The Underlyings-Reference Stocks- Anti-
Dilution Adjustments"and"The Underlyings - Reference
Stocks -Reorganization Events" in the accompanying product
supplement for further information.
PS-2| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
Supplemental Terms of the Notes
Any valuesof the Reference Stock, and anyvalues derived therefrom, included in this pricing supplement may be corrected, in the
event of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes.
Notwithstandinganything to the contrary in the indenture governing the notes, that amendment will become effective without consent of
the holders of the notesor any other party.
How the NotesWork
Payment in Connection withthe First Review Date
Payments in Connection with Review Dates (Other than the First and Final Review Dates)
Theclosing price of one share of theReference Stock
is greater thanor equal totheInterest Barrier.
Theclosing price of one share of theReference Stock
is less thanthe Interest Barrier.
First ReviewDate
Comparethe closing price of one shareof theReference Stock tothe Interest Barrier on thefirst ReviewDate.
You will receive a Contingent Interest Payment on the
first Interest Payment Date.
Proceedto the next ReviewDate.
No Contingent Interest Payment will be made with respect to
the first ReviewDate.
Proceedto the next ReviewDate.
You will receive (a)$1,000 plus (b)a
Contingent Interest Payment onthe
applicable Interest Payment Date.
No further payments will be made onthe
notes.
Comparethe closing price of one share of theReference Stock totheInterest Barrier on each ReviewDateuntil the final ReviewDateorany
earlyredemption.
ReviewDates (Other than the Firstand Final ReviewDates)
EarlyRedemption
Theclosing price of one share of
theReference Stock is greater
than or equal totheInterest
Barrier.
Theclosing price of one share of
theReference Stock is lessthan
theInterest Barrier.
You will receive a Contingent Interest
Payment onthe applicable Interest
Payment Date.
Proceedto the next ReviewDate.
No Contingent Interest Payment will
bemadewith respect tothe
applicable ReviewDate.
Proceedto thenext ReviewDate.
No EarlyRedemption
You will receive $1,000on theapplicable
Interest Payment Date.
No further payments will be made onthe
notes.
PS-3| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
Payment at MaturityIf the Notes Have Not Been Redeemed Early
Review DatesPrecedingthe
Final Review Date
You will receive (a)$1,000 plus (b)the
Contingent Interest Payment
applicable to the finalReviewDate.
Thenotes have not been
redeemedearlypriorto the
final ReviewDate.
Proceedto maturity
FinalReviewDatePaymentat Maturity
TheFinal Value is greater thanor equal to the
Trigger Value.
Youwillreceive:
$1,000 + ($1,000× StockReturn)
Under thesecircumstances, you will
lose some or all of your principal
amount at maturity.
TheFinal Value is lessthan the TriggerValue.
PS-4| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000principal amount note over theterm of the
notes basedon the Contingent Interest Rate of11.50%per annum, dependingon how many Contingent Interest Payments aremade
prior to early redemption or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
8
$230.00
7
$201.25
6
$172.50
5
$143.75
4
$115.00
3
$86.25
2
$57.50
1
$28.75
0
$0.00
Hypothetical Payout Examples
The followingexamples illustratepayments on the notes linked to ahypotheticalReferenceStock, assuming a range of performances
for thehypothetical ReferenceStock on the Review Dates.The hypothetical payments set forth below assume the following:
•the notes have not been redeemed early;
•an Initial Value of $100.00;
•an Interest Barrier anda Trigger Value of $60.00 (equal to 60.00%of the hypothetical Initial Value);and
•a Contingent Interest Rate of 11.50%per annum.
Thehypothetical Initial Value of $100.00has been chosen for illustrative purposesonly and does not represent the actual Initial Value.
The actual Initial Value is the closing price of one share of the Reference Stock on the Pricing Dateand isspecified under "Key Terms
-Initial Value" inthis pricingsupplement.For historical data regarding the actualclosingprices of one shareof the Reference Stock,
pleasesee the historical information set forth under"The Reference Stock"in this pricing supplement.
Each hypothetical payment setforthbelow isfor illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes.The numbers appearing in the following exampleshave been rounded for ease of analysis.
Example1 - Notes have NOT been redeemed early and the Final Valueisgreater than or equal to the Trigger Value.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$95.00
$28.75
Second Review Date
$85.00
$28.75
Third through Seventh
Review Dates
Less thanInterest Barrier
$0
Final Review Date
$90.00
$1,028.75
Total Payment
$1,086.25 (8.625% return)
Because the notes have not beenredeemed early and the Final Value isgreater than or equal to the Trigger Value, the payment at
maturity, for each $1,000 principal amount note, will be$1,028.75 (or $1,000 plus the Contingent Interest Payment applicableto the
final Review Date).When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount
paid, for each $1,000principal amount note, is$1,086.25.
PS-5| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
Example 2- Notes have NOT been redeemed early and the Final Value is less than theTrigger Value.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Seventh
Review Dates
Less thanInterest Barrier
$0
Final Review Date
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been redeemed early, the FinalValueisless thanthe Trigger Valueand the Stock Returnis-60.00%, the
payment at maturity will be $400.00per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
The hypothetical returnsand hypothetical payments on thenotesshown above applyonlyif you hold thenotes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated withany sale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above would likely 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 supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to the NotesGenerally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. If the notes have not beenredeemed early and the Final Value is less than the
Trigger Value, you will lose1% of the principal amount of your notesfor every 1% that the Final Valueis less than the Initial Value.
Accordingly, under these circumstances, you will losemore than 40.00% of your principal amountatmaturity and could lose all of
your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If the notes have not been redeemed early, we will make a Contingent Interest Payment with respect toa Review Date only if the
closing price of one shareof theReference Stock on that Review Dateis greater than or equal to the Interest Barrier. If the closing
price of oneshare of the Reference Stock on that Review Date is less thanthe Interest Barrier, no Contingent Interest Payment will
be made with respect to that Review Date. Accordingly, if the closing price of one share of the Reference Stockon each Review
Date is less than the Interest Barrier, you will not receive any interest payments over the term of thenotes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent onour and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes.Any actual or potential
change in ouror JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined bythe market for taking thatcredit
risk, is likely to adversely affect thevalue of thenotes.If we and JPMorgan Chase & Co. were todefault on our payment
obligations, you maynot receive any amounts owed to you under thenotes and you could loseyour entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial 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. As a 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
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see theaccompanying prospectus addendum.
PS-6| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciationof the Reference Stock, which may be significant.You will not participate inany appreciation of the
Reference Stock.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If the Final Valueisless than the Trigger Value and thenotes have not beenredeemed early, the benefit provided by theTrigger
Value will terminate and you will be fully exposed to any depreciationof the Reference Stock.
•THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeem your notes early, the term of the notes maybe reduced to as short as approximatelysix months and you will
not receive any Contingent Interest Payments after the applicable Interest Payment Date.There isno guarantee that you would be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
similar levelof risk.Even in cases wherewe elect toredeem your notes before maturity, youare not entitled to any fees and
commissions described on the front cover of this pricingsupplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TOTHE
REFERENCE STOCK.
•THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE REFERENCE STOCK FALLING BELOW THE INTEREST
BARRIER OR THE TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THE REFERENCE STOCK IS
VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange.Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy the notes. You may notbe able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to holdyour notes to maturity.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with the notes.In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse to your interests as aninvestor in thenotes.It ispossiblethat hedging or trading
activities of oursor our affiliates in connection with the notescould 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.
Risks Relating to the Estimated Value and Secondary Market Prices of theNotes
•THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The originalissueprice of the
notes exceedsthe estimated value of the notes becausecosts associated with selling, structuring and hedging the notesare
included in theoriginal issue price of the notes. These costs include theselling commissions, the structuring fee, the projected
profits, if any, that our affiliates expect to realize for assuming risksinherent in hedging our obligations under the notesand 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 Value of the Notes"in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate usedin the determinationof the estimated value of the notes maydiffer from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, amongother things, our and our affiliates' view of the funding value of the notes as well as the higherissuance,
operational and ongoing liability management costs of thenotes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.Theuse of an
PS-7| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
internal funding rate and anypotential changes to thatratemay have an adverse effect on the terms of the notes and any
secondarymarket 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 partially paid back to you in
connection with any repurchases of your notesbyJPMS inan amount that willdecline to zero over an initial predetermined period.
See"SecondaryMarket Prices of theNotes" in this pricingsupplementfor additional information relating to this initial period.
Accordingly, the estimated value of yournotesduring this initial period maybe lower than the value of the notesaspublished 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 will likely be lower than the original issue price of the notes because, among other
things, secondarymarket prices take into account our internal secondarymarket funding rates for structureddebt issuances and,
also, because secondarymarket prices (a) exclude the structuringfee and (b) mayexclude selling commissions, projected hedging
profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at
whichJPMS will be willing to buy the notes from you in secondarymarket transactions, if at all, is likely to be lower than the original
issue price. Any salebyyou prior tothe 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 secondary market price of the notes during theirterm will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom the selling commissions, structuring fee, projected hedging profits, if any,
estimated hedging costsand the price of one shareof the Reference Stock. Additionally, independent pricing vendors and/or third
party broker-dealers maypublish aprice for the notes, which mayalso be reflected on customer account statements. This price
maybe different (higher or lower) than the price of the notes, if any, at which JPMS may bewilling to purchase your notesin the
secondarymarket. See "RiskFactors-Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes -
Secondary market prices of the notes will be impacted bymanyeconomicand market factors" in the accompanying product
supplement.
Risks Relating to the Reference Stock
•NO AFFILIATION WITH THE REFERENCE STOCK ISSUER -
We have not independently verified any of the information about the Reference Stockissuer contained in thispricing supplement.
You should undertake your own investigation into the Reference Stock and its issuer. Weare not responsible for the Reference
Stock issuer's public disclosure of information, whether contained in SEC filings or otherwise.
•LIMITED TRADING HISTORY -
The Reference Stock commenced trading on the New York Stock Exchange on May 10, 2019 and therefore has limited historical
performance. Accordingly, historical information for the Reference Stock is available only since that date. Past performance
should not be considered indicative of future performance.
•THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make an adjustment in response to all events that could affect the Reference Stock. The calculation
agent may make adjustmentsin response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect,but the calculation agent is under no obligation to doso or to consider your interests as a
holder of the notes in making these determinations.
PS-8| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
The Reference Stock
All information contained herein on the Reference Stock andon Uber isderived from publicly available sources, without independent
verification. According toitspublicly available filings with the SEC, Uber develops and operatesproprietary technologyapplications
supporting avariety of offerings on its platform that connects(i) consumers with providersof ride services for ridesharing services, (ii)
consumers with restaurants, grocers and other stores with delivery service providers for meal preparation, grocery and other delivery
services, (iii) consumers with public transportation networksand (iv) shippers with carriers in the freight industrybyproviding carriers
with the ability to book a shipment, transportation management and other logistics services. The common stock of Uber, par value
$0.00001 per share (Bloomberg ticker: UBER), is registered under the Securities Exchange Act of 1934, as amended, which we refer to
as the Exchange Act,and islisted on the New York Stock Exchange, which we refer to as the relevant exchange for purposes of Uber
in the accompanying product supplement. Information provided toor filed with the SEC byUber pursuant tothe Exchange Act canbe
located by reference to the SEC file number 001-38902, and can be accessed through www.sec.gov. We do not make any
representation that these publiclyavailable documents are accurate or complete.
Historical Information
The following graph sets forth the historical performance of the Reference Stock based on the weekly historical closing prices of one
share of the Reference Stock fromMay10, 2019 through October 25, 2024. The Reference Stock commencedtrading on the New
York Stock Exchange on May 10, 2019 and therefore haslimited historical performance. The closingprice of one share of the
Reference Stock on October 30, 2024 was$79.43.We obtained the closing prices aboveand below from the Bloomberg Professional®
service ("Bloomberg"), without independent verification. Theclosing prices above and below mayhave been adjusted by Bloombergfor
corporateactions, such as stocksplits, public offerings, mergersand acquisitions, spin-offs, delistings andbankruptcy.
The historical closing prices of oneshare of the Reference Stockshould not be taken as anindication of futureperformance, and no
assurance canbe given as tothe closingprice of one share of the Reference Stock on anyReview Date. There can be no assurance
that the performance of the Reference Stock will result in the return of any of your principal amount or the payment of anyinterest.
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. In determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as
prepaid forward contracts withassociated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-TaxConsequences to U.S. Holders - Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or acourt may adopt, in which case the timing and character of anyincome or loss on thenotes
could be materially affected. In addition, in 2007 Treasuryand the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in these instrumentsto accrue income over the term of their investment. It also asks for commentson a number of related
topics, including the character of income or loss with respect to theseinstruments and the relevance of factors such as the nature of the
PS-9| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
underlying property to which the instruments are linked. While the notice requests comments on appropriate transition rulesand
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. Thediscussions above and in the accompanying
product supplementdo not address the consequences to taxpayerssubject to special tax accounting rules under Section 451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presented by thenoticedescribed above.
Non-U.S. Holders - Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take aposition that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent,intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an
applicable income tax treatyunder an "other income" or similar provision. We will not be required to payany additional amounts with
respect to amounts withheld. In order to claiman exemption from, or a reduction in, the 30% withholdingtax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and iseligible for such an exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consultyour taxadviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.
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 deemedpaid to Non-U.S. Holders with respect to certain
financial instrumentslinked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations.Additionally, a recent IRS notice excludes from thescopeof Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinationsmade by us, our special tax counselis of the
opinion that Section 871(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 may disagree with this determination. Section 871(m) is complex and itsapplication may depend on your particular
circumstances, including whether you enter intoother transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to thenotes.
In the event of any withholding on the notes, we will not be required topay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of the values of the following
hypothetical components: (1) a fixed-incomedebt component withthe samematurityas the notes, valued usingthe internal funding
ratedescribed below, and (2) the derivative or derivatives underlying theeconomic terms of the notes.The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in thedetermination of the estimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybebased on, among other things, our and our affiliates'view of the funding value of the notes as well as the higherissuance,
operational and ongoing liability management costs of thenotes in comparisonto those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate theprevailing market replacement funding rate for thenotes. The use of an internal
funding rate and any potential changes to that ratemay have an adverse effect on the terms of the notes and anysecondary market
prices of thenotes. For additionalinformation, see"Selected Risk Considerations- Risks Relating to the Estimated Value and
Secondary Market Pricesof theNotes -The Estimated Value of the Notes Is Derived byReference to anInternal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of thenotes is derived from internal pricingmodelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
various other inputs, someof which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about futuremarket events and/or environments.Accordingly, theestimated value of the notes is
determined when the termsof the notes are set basedon market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of the notesdoesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthenotes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.On
future dates, thevalue of the notescould change 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 buy notesfrom you in secondary market transactions.
PS-10| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
The estimated value of the notes is lower than the original issue price of the notesbecause costs associated withselling, structuring
and hedging the notes are included in the original issue price of the notes. Thesecostsincludethe selling commissions and the
structuring fee paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent inhedging our obligations under the notes and the estimatedcost of hedging our obligations under the
notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging 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 more of our affiliates will retain
any remaining hedging profits.See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market
Prices of theNotes - The Estimated Value of the Notes Is Lower Than the Original IssuePrice (Price to Public) of theNotes"in this
pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of thenotes, see"Risk Factors-Risks Relating to the
Estimated Value and Secondary Market Prices of theNotes - Secondary market prices of thenotes will beimpactedbymany
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 initial predetermined period.These costs caninclude selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorterof sixmonths and one-half of the
stated term of the notes.Thelengthof anysuch initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notes and when these costs are incurred, as
determined byour affiliates.See"Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes-The Value 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" in this pricing supplement.
Supplemental Use of Proceeds
Thenotes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes.See"How the Notes Work" and"Hypothetical Payout Examples"in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Reference Stock" in this pricingsupplementfor a description of themarket exposure provided by the
notes.
The original issue price of the notes is equal to the estimated value of the notesplus the selling commissions and the structuring fee
paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for
assuming risks inherent in hedging our obligations under the notes, plus theestimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
JPMS, acting asagent for JPMorgan Financial, will pay all of theselling commissionsof $17.50per $1,000 principal amount noteit
receives from us to other affiliated or unaffiliated dealers.JPMS, acting as agent for JPMorgan Financial, will also pay all of the
structuring fee of $1.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of
Distribution (Conflicts of Interest)" in the accompanying product supplement.
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 offered by this pricing supplement have beenissued by JPMorgan Financial pursuant to theindenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master globalnote that represents such notes(the "master note"), and such notes have beendelivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitutea
valid and binding obligationof JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof good faith, fair dealing andthe lack ofbad faith),provided that suchcounsel
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressedabove or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provisionof applicable law by limiting the amount of JPMorgan Chase & Co.'s obligation under the related guarantee.
Thisopinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinionissubject tocustomary assumptions about the
trustee's authorization, execution and deliveryof the indenture andits authentication of the master note and the validity, binding nature
and enforceabilityof the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
PS-11| Structured Investments
Callable ContingentInterest Notes Linked to the Common StockofUber
Technologies, Inc.
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. onFebruary 24,
2023.
Additional Terms Specific to the Notes
You should read thispricing supplement together with theaccompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement. Thispricing supplement, together
with the documents listed below, contains the termsof the notes and 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, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the "Risk Factors" sections of the accompanying prospectus supplement and the accompanying
product supplement and in Annex A to the accompanying prospectus addendum, as the notesinvolve risks not associated with
conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest inthe
notes.
You may access these documentson theSEC website at www.sec.gov asfollows (or if such address haschanged, by reviewing our
filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.