JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 13:43
Primary Offering Prospectus - Form 424B2
October 30, 2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023,
the prospectus and prospectus supplement, eachdated April 13, 2023, and the prospectus addendumdated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
$4,769,000
Auto Callable Accelerated Barrier Notes Linked to the Lesser
Performingof the Nasdaq-100® Technology Sector IndexSM
and the Russell 2000®Indexdue November 4, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase& Co.
•The notes aredesigned for investors whoseek early exit prior to maturityat a premium if, on any Review Date(other
than the final Review Date), the closing level of each of theNasdaq-100® Technology Sector IndexSMand the Russell
2000®Index, which we refer to as theIndices, is at or above its Call Value.
•The earliest date on which an automatic call may be initiated is November 4, 2025.
•The notes arealso designed for investors whoseekanuncapped return of 2.25 timesany appreciation of the lesser
performing of the Indices at maturity, if the noteshave not been automaticallycalled.
•Investors should be willing to forgo interest and dividend payments and bewilling to accept the risk of losingsome or all
of their principal amount at maturity.
•The notes areunsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment 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 composedof theIndices.Payments on the notesare linkedto the
performance of each of the Indices individually, as describedbelow.
•Minimum denominations of $1,000 andintegral multiplesthereof
•The notes priced on October 30, 2024 and are expectedtosettle on or aboutNovember 4, 2024.
•CUSIP: 48135UEY2
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-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securitiescommission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of thispricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$23.50
$976.50
Total
$4,769,000
$112,071.50
$4,656,928.50
(1)See"Supplemental Use ofProceeds"in this pricing supplementfor information about the components of the price to public ofthe
notes.
(2)J.P. Morgan SecuritiesLLC, which we refertoasJPMS, acting as agentfor JPMorgan Financial,will payallof theselling
commissions of$23.50 per$1,000 principalamountnote itreceives from us toother affiliated orunaffiliated dealers.See "Planof
Distribution (Conflictsof Interest)"in the accompanying productsupplement.
The estimated value of the notes, when the terms of thenotes were set,was $944.10 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in this pricing supplement for additional information.
The notes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Auto CallableAccelerated Barrier NotesLinked tothe LesserPerforming of
the Nasdaq-100®Technology SectorIndexSMand the Russell2000®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Nasdaq-100® Technology Sector IndexSM
(Bloomberg ticker: NDXT) and the Russell 2000® Index
(Bloomberg ticker: RTY)
Call Premium Amount:The Call Premium Amount with respect
to each Review Date isset forth below:
•first Review Date:12.00% × $1,000
•second Review Date: 24.00% × $1,000
Call Value:With respect to each Index, 100.00% of its Initial
Value
Upside Leverage Factor: 2.25
Barrier Amount: With respect to each Index, 70.00% of its Initial
Value, which is 7,327.635 for the Nasdaq-100®TechnologySector
IndexSMand 1,563.1252 for the Russell 2000® Index
Pricing Date:October 30, 2024
Original Issue Date (Settlement Date): On or about November
4, 2024
Review Dates*: November 4, 2025, October 30, 2026 and
November 1, 2027 (final Review Date)
Call Settlement Dates*: November 7, 2025 and November 4,
2026
Maturity Date*:November 4, 2027
* Subjectto postponement in theevent of amarket disruption event and
as described under "General Terms of Notes-Postponementofa
Determination Date-Notes Linked to Multiple Underlyings" and "General
Terms of Notes -Postponementof a PaymentDate"in the
accompanying productsupplement
Automatic Call:
If the closing level ofeach Index on any Review Date (other than
the final Review Date)is greater than or equal to its Call Value, the
notes will beautomatically called for a cash payment, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the Call
Premium Amount applicable to that Review Date, payable onthe
applicable Call Settlement Date. No further payments will be made
on the notes.
If the notes are automatically called, you will not benefit fromthe
Upside Leverage Factor that applies to the payment at maturity if
the Final Value of each Index is greater than itsInitial Value.
Because the Upside Leverage Factor does not apply to the
payment upon an automatic call, the payment upon an automatic
call may be significantly less than the payment at maturityfor the
same level of appreciation in the Lesser Performing Index.
Payment at Maturity:
If the notes have not been automatically called andthe Final Value
of each Index is greater than its Initial Value, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Lesser PerformingIndex Return× Upside
Leverage Factor)
If thenotes have not been automatically called and the Final Value
of either Index is equal to or less than itsInitial Value but theFinal
Value of each Index is greaterthan or equal to its Barrier Amount,
you will receive the principal amount of your notes at maturity.
If the notes have not been automatically called and the Final Value
of either Index is less than its Barrier Amount, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Lesser PerformingIndex Return)
If the notes have not been automatically called and the Final Value
of either Index is less than its Barrier Amount, you will losemore
than 30.00% of your principal amount at maturity andcould lose all
of your principal amount at maturity.
Lesser Performing Index: The Index with the Lesser Performing
Index Return
Lesser Performing Index Return: The lower of the IndexReturns
of the Indices
Index Return: With respect toeach Index,
(Final Value-Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of that
Index on the Pricing Date, which was 10,468.05 for the Nasdaq-
100® Technology Sector IndexSM and 2,233.036 for the Russell
2000®Index
Final Value: With respect to eachIndex, the closing level of that
Index on the final Review Date
PS-2 | Structured Investments
Auto CallableAccelerated Barrier NotesLinked tothe LesserPerforming of
the Nasdaq-100®Technology SectorIndexSMand the Russell2000®Index
Supplemental Terms of the Notes
Any valuesof the Indices, and anyvalues derived therefrom, included in this pricing supplement may be corrected, in theevent of
manifest error or inconsistency, byamendment of this pricingsupplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
Thenotes will be automaticallycalledon the Call Settlement Dateandyouwill receive
(a) $1,000plus (b)the Call PremiumAmount applicable to that ReviewDate.
No further payments will be made onthe notes.
Compare theclosinglevel of each Indexto its Call Value on each ReviewDate until the final ReviewDate oranyearlierautomatic
call.
ReviewDatesPreceding the Final ReviewDate
AutomaticCall
Theclosinglevel of each
Indexis greaterthanor
equal toits Call Value.
Theclosinglevel of
eitherIndexis lessthan
its Call Value.
Call
Value
Thenotes will not be automaticallycalled.Proceed to thenext ReviewDate.
No Automatic Call
ReviewDatesPreceding
the FinalReviewDate
You will receive:
$1,000 + ($1,000× Lesser Performing
IndexReturn×UpsideLeverage
Factor)
Thenotes havenot
been automatically
called. Proceed to the
payment at maturity.
Final ReviewDatePayment atMaturity
TheFinal Value of each Indexisgreaterthanits
Initial Value.
You will receive:
$1,000 + ($1,000 × LesserPerforming
IndexReturn)
Under thesecircumstances, you will
lose some or all of yourprincipal
amount at maturity.
TheFinal Value of either Indexis equal toor less
thanits Initial Value but theFinal Valueof eachIndex
is greaterthan or equal toits BarrierAmount.
TheFinal Value of eitherIndexis less thanits
Barrier Amount.
You will receive theprincipal amount of
your notes.
PS-3 | Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
Call Premium Amount
The table below illustrates the Call Premium Amount per $1,000 principal amount note foreach Review Date (other than the final
Review Date) based on the Call Premium Amountsset forthunder "Key Terms-Call Premium Amount" above.
Review Date
Call Premium Amount
First
$120.00
Second
$240.00
Payment at MaturityIf the Notes Have Not Been Automatically Called
The following table illustratesthe hypothetical total return and payment at maturity on the noteslinked to twohypothetical Indices. The
"total return" as used in thispricing supplement is the number, expressed asa percentage, that results fromcomparing the payment at
maturityper $1,000 principal amount note to $1,000. The hypothetical total returns and paymentsset forth below assume the following:
•the notes have not been automaticallycalled;
•an Initial Value for theLesser PerformingIndexof 100.00;
•an Upside Leverage Factor of 2.25; and
•a Barrier Amount for theLesser PerformingIndex of 70.00 (equalto 70.00% of itshypothetical Initial Value).
The hypothetical Initial Value of the Lesser PerformingIndexof 100.00has been chosen for illustrative purposesonly and does not
represent the actual Initial Value of either Index. The actualInitial Valueof each Indexis the closing levelof that Indexon the Pricing
Date and is specified under "Key Terms- Initial Value" in this pricing supplement. For historical data regarding the actualclosing
levelsof eachIndex, please see the historical information set forth under "TheIndices" in thispricingsupplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or paymentat maturity applicable to a purchaser of the notes. The numbers appearingin the following tablehave
been rounded for ease of analysis.
Final Value of the Lesser
Performing Index
Lesser Performing Index
Return
Total Return on the Notes
Payment at Maturity
165.00
65.00%
146.25%
$2,462.50
150.00
50.00%
112.50%
$2,125.00
140.00
40.00%
90.00%
$1,900.00
130.00
30.00%
67.50%
$1,675.00
120.00
20.00%
45.00%
$1,450.00
110.00
10.00%
22.50%
$1,225.00
105.00
5.00%
11.25%
$1,112.50
101.00
1.00%
2.25%
$1,022.50
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
70.00
-30.00%
0.00%
$1,000.00
69.99
-30.01%
-30.01%
$699.90
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-4 | Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
Note Payout Scenarios
Upside Scenario If Automatic Call:
If the closing level of each Index on any Review Date(other than the final Review Date) is greater than or equal to its Call Value, the
notes will beautomatically called and investors will receive on the applicable Call Settlement Date the $1,000 principal amount plus the
Call Premium Amount applicable to that Review Date. No further payments will be made on the notes.
•If the closing level of the lesser performing of the Indices increases 10.00% as of the first Review Date, the notes will be
automaticallycalled andinvestors will receive a return equal to12.00%,or $1,120.00 per $1,000 principal amount note.
•If the notes have not been previously automaticallycalled and the closing level of the lesser performing of the Indices increases
65.00% as of the second Review Date, the notes will beautomaticallycalled and investorswill receive a return equal to24.00%, or
$1,240.00per $1,000 principal amount note.
Upside ScenarioIf No Automatic Call:
If thenotes have not been automatically called and the Final Value of each Indexis greater than itsInitial Value, investors will receive at
maturitythe $1,000 principal amount plusa return equal to the Lesser Performing Index Returntimes the UpsideLeverage Factor of
2.25.
•If the notes have not been automatically called and the closing level of the Lesser Performing Indexincreases 5.00%, investors will
receive at maturity a return equal to 11.25%, or $1,112.50 per $1,000 principal amount note.
Par Scenario:
If the notes have not been automatically called and the Final Value of either Indexis equalto or less than its Initial Value but the Final
Value of eachIndex is greaterthan orequal to its Barrier Amount of 70.00% of its Initial Value, investors will receive at maturity the
principal amount of their notes.
Downside Scenario:
If thenotes have not been automatically called and the Final Valueofeither Indexis less than its Barrier Amount of 70.00% of its Initial
Value, investors will lose 1% of the principal amount of their notes for every 1% that the Final Value of theLesser PerformingIndex is
less than its Initial Value.
•For example, if the notes have not been automatically called and the closing levelof the Lesser PerformingIndexdeclines 60.00%,
investorswill lose 60.00%of their principal amount and receive only$400.00 per $1,000 principal amount note at maturity.
The hypothetical returns and hypothetical payments on the notesshown above apply only if you hold the notes for their entire term
or until automatically called.These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondarymarket. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanying prospectus supplementandproduct supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If thenotes have not been automatically called and the Final Value ofeither
Indexis lessthan itsBarrier Amount, you will lose 1% of theprincipal amount of your notes for every 1% that the Final Value of the
Lesser Performing Index is less than its Initial Value.Accordingly, under these circumstances, you willlose more than 30.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were todefault on our payment
obligations, you may not receive any amounts owed toyou under the notes and you could lose your entire investment.
PS-5 | Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. tomake payments under loansmade 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 notes as they come due. If JPMorgan Chase & Co. does not make payments tous and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rank pari passuwith allother unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
APPLICABLE CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciationof either Index, which may be significant. In addition, if the notesare automatically called, you will
not benefit fromthe Upside Leverage Factor that applies to the payment at maturityif the Final Value of each Index is greater than
its Initial Value.Because the Upside Leverage Factor doesnot apply tothe payment upon an automatic call, the payment upon an
automatic call may be significantlyless than the payment at maturityfor the same level of appreciation in the Lesser Performing
Index.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments on the notes are not linkedto a basket composedof theIndices and are contingent upon the performance of each
individual Index. Poor performance byeither of the Indices over the term of the notes may result in the notes not being
automaticallycalled on a Review Date, may negatively affectyour payment at maturity and will not be offset or mitigated by
positive performance bythe other Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
•THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE -
If the notes have not been automatically called and the Final Value of either Index isless than its Barrier Amount, the benefit
provided by the Barrier Amount will terminate and you will befully exposedto any depreciation of the Lesser Performing Index.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT-
If your notesare automaticallycalled, the term of the notes may be reduced to asshort asapproximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees andcommissions described
on the front cover of this pricing supplement.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belisted onanysecurities exchange. Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy the notes. Youmay notbe able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to holdyour notes to maturity.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliates play a varietyof roles in connection with the notes. In performing these duties, our and JPMorganChase &
Co.'s economicinterests are potentially adverse toyour interests as an investor in the notes. It ispossiblethat hedging or trading
activities of ours or our affiliates in connection with the notescould result in substantial returns for us or our affiliates while the
PS-6 | Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
value of the notes declines. Please refer to "RiskFactors -Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
Theestimated value of the notesis only an estimate determined by reference toseveral factors. The original issue price of the
notes exceedsthe estimated value of the notes becausecosts associated with selling, structuring and hedging the notes are
included in the original issue price of the notes.Thesecostsinclude the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost ofhedging
our obligationsunder the notes. See "The Estimated Value of the Notes" inthis pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"TheEstimated Value of the Notes" in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TOAN INTERNAL FUNDING RATE-
The internal funding rate usedin the determination of the estimated value of the notesmaydiffer from the market-implied funding
rate for vanillafixed income instruments of a similar maturityissued byJPMorgan 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 ongoingliability management costs of the notesin comparisonto those costs for the conventional 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 to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rateand anypotentialchanges to that rate mayhave an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof 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 generally expect that some of the costs included in the original issue price of the noteswill 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.
See"Secondary Market Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during thisinitial period maybe 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 secondarymarket pricesof the notes willlikely be lower than the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structured debt issuances and,
also, because secondary market pricesmay exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely tobe lower than the originalissue price. Anysale byyou prior to
the Maturity Datecould result in a substantial loss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, aside from the selling commissions, projected hedgingprofits, if any, estimated hedging
costs and the levelsof the Indices. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price
for the notes, which may alsobe reflected on customer account statements. This price 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 secondarymarket. 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 the accompanying product supplement.
PS-7 | Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
Risks Relating to the Indices
•RISKS ASSOCIATED WITH THE TECHNOLOGY SECTOR WITH RESPECT TO THE NASDAQ-100® TECHNOLOGY SECTOR
INDEXSM-
All or substantially all of the equitysecurities included in the Nasdaq-100® Technology Sector IndexSMare issued by companies
whose primaryline of business is directlyassociated with the technology sector. As a result, the value of the notesmaybe subject
to greater volatility and be more adversely affected by asingle economic, political or regulatory occurrence affecting thissector
than a different investment linked to securities of a more broadlydiversified group of issuers. Thevalue of stocks of technology
companies and companies that rely heavily on technology isparticularly vulnerable to rapidchanges in technology product cycles,
rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition
from foreign competitors with lower production costs. Stocks of technologycompanies and companiesthat rely heavily on
technology, especially those of smaller, less-seasoned companies, tend to be more volatilethan the overallmarket. Technology
companies are heavily dependent on patent and intellectual property rights, the lossor impairment of which mayadversely affect
profitability. Additionally, companies in the technology sector may face dramatic and oftenunpredictable changes in growthrates
and competition for the services of qualified personnel. These factors could affect the technology sector and could affect the value
of the equity securities included in the Nasdaq-100®Technology Sector IndexSM and the level of the Nasdaq-100®Technology
Sector IndexSM during the term of the notes, which may adversely affect the value of yournotes.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100® TECHNOLOGY SECTOR INDEXSM-
Some of the equity securities included in the Nasdaq-100®Technology Sector IndexSMhave been issued by non-U.S. companies.
Investments in securities linked to the value of such non-U.S. equitysecurities involve risks associated with the home countries of
the issuersof those non-U.S. equitysecurities.
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies.Smallcapitalization companies are less likely to paydividends on their stocks, and the presence of a
dividend payment could be a factor that limits downwardstock price pressure under adverse market conditions.
PS-8 | Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
The Indices
The Nasdaq-100® Technology Sector IndexSMis an equal-weighted, price-return indexdesigned to measure the performanceof the
technology companies in the Nasdaq-100 Index®. For additional information about the Nasdaq-100®Technology Sector IndexSM, see
Annex A in this pricingsupplement.
The Russell 2000® Index consistsof the middle 2,000 companies included in the Russell3000E™Indexand, asa result of the index
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000® Index. The Russell 2000® Index is
designed to track the performanceof the small capitalization segment of the U.S. equity market.For additional information about the
Russell 2000® Index, see"Equity Index Descriptions-The Russell Indices" in the accompanying underlying supplement.
Historical Information
The following graphsset forth the historical performance of each Index based on the weekly historical closing levels fromJanuary 4,
2019 through October 25, 2024.The closing level of the Nasdaq-100®Technology Sector IndexSMonOctober 30, 2024was 10,468.05.
The closing levelof theRussell 2000® Index on October 30,2024 was2,233.036. We obtainedtheclosing levelsabove and below
from the Bloomberg Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of each Indexshould not be taken asan indication of future performance, and no assurance can begiven
as to the closing level of either Indexon any Review Date.There can be no assurance that the performance of the Indices will result in
the return of any of your principal amount.
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Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanyingproduct
supplement no. 4-I. The following discussion, whenread incombination withthat section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal incometax consequences of owning and disposing of notes.
Basedon current market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, asmorefully described in "Material U.S. FederalIncome 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 a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materiallyand adversely affected. Inaddition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income taxtreatment of "prepaid forward contracts" and similar instruments.Thenotice 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 the character of income or loss with respect to these instruments; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including anymandated
accruals) realizedbynon-U.S. investors shouldbe subject to withholding tax; and whether these instruments are or should be subject
to the "constructive ownership" regime, which very generallycan operate to recharacterize certain long-termcapital gainas ordinary
income and impose a notional interest charge. While the notice requestscomments onappropriate transition rules and effective dates,
any Treasury regulations or other guidancepromulgated after consideration of these issues couldmateriallyand adversely affect the
taxconsequences of an investment in the notes, possibly with retroactiveeffect. You should consult your taxadviser regarding the
U.S. federal incometax consequences of an investment in the notes, including possible alternative treatments and the issues presented
by thisnotice.
Section 871(m) of the Code and Treasury regulationspromulgated 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 fromthe scope of Section871(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 dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinationsmade by us, our special taxcounselisof 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 the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to thesum of thevalues of the following
hypothetical components: (1) a fixed-income debt component withthe same maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated valueof 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 the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturity issued by JPMorganChase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates'view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional 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 to approximatetheprevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations-Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes- The Estimated Value of the Notes Is Derived byReference to anInternal Funding Rate" in this
pricing supplement.
The value of thederivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputssuch as the traded market prices of comparable derivative instrumentsand on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
PS-10| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of thenotes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes doesnot represent future values of the notes andmay differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and otherrelevant factors in the futuremay change, and any assumptions may prove to be incorrect. On
future dates, the value of the notescouldchange significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willingto buy notesfromyou in secondarymarket transactions.
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 includedin the original issue price of the notes. These costsinclude the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes and the estimated cost of hedging our obligationsunder thenotes. Becausehedgingour
obligations entails riskand may be influenced by market forces beyond our control, this hedging may result in a profit that ismore or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be
allowed to other affiliatedor unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See
"Selected Risk Considerations - Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes-The Estimated
Value of the Notes Is LowerThan the Original Issue Price (Price to Public) of the Notes" in thispricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes-Secondary market prices of the notes will be 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 willbe 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. This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes. The length of anysuch initial period reflects the structure of the notes, whether our affiliates expect toearn 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- 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
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See"How the Notes Work"and "Note Payout Scenarios" in thispricing supplement for anillustration of the risk-return profile of
the notes and"TheIndices" in thispricing supplement for a description of the market exposure provided by the notes.
The originalissue price of the notes is equal to the estimated value of the notes plus the selling commissions paid toJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliatesexpect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
PS-11| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial andJPMorgan Chase & Co., when the
notes offered by this pricing supplement have been issued 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 globalnote that represents suchnotes (the "master note"), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the relatedguarantee will constitutea
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof good faith, fair dealingand the lack ofbad faith),provided that such counsel
expresses no opinionas 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 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 and its authentication of themaster note and thevalidity, binding nature
and enforceabilityof the indenture with respect to the trustee, allasstated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplementedbythe accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part,the accompanyingprospectus
addendum and the moredetailed 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 includingpreliminary 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 "RiskFactors" sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment,legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for therelevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our Central Index Key, 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.
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Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
Annex A
The Nasdaq-100®Technology Sector IndexSM
All information contained in this pricing supplement regarding the Nasdaq-100® Technology Sector IndexSM, including, without limitation,
itsmake-up, method of calculationand changes in its components, has been derived frompublicly available information, without
independent verification. This information reflects thepolicies of, and issubject to changeby, The Nasdaq Stock Market, Inc.
("Nasdaq"). The Nasdaq-100®Technology Sector IndexSM was developed by Nasdaq and is calculated, maintained and published by
The Nasdaq OMX Group, Inc. ("Nasdaq OMX"). Neither Nasdaq nor Nasdaq OMX has any obligation to continue to publish, andmay
discontinue publication of, the Nasdaq-100® Technology Sector IndexSM.
The Nasdaq-100® Technology Sector IndexSM began on February22, 2006 at a base value of 1,000.00. The Nasdaq-100® Technology
Sector IndexSMis reported by Bloomberg, L.P. under the ticker symbol "NDXT."
The Nasdaq-100® Technology Sector IndexSMis an equal-weighted, price-return indexdesigned to measure the performanceof the
technology companies in the Nasdaq-100 Index®.
Security Eligibility Criteria
The Nasdaq-100® Technology Sector IndexSMcontainssecurities of the Nasdaq-100 Index®which are classified as Technology
according to the Industry Classification Benchmark ("ICB"). The eligibility for the Nasdaq-100® Technology Sector IndexSM is
determined in a 2-step process and the security has to meetboth criteria in order to become eligible for the Nasdaq-100®Technology
Sector IndexSM. For additional information about theNasdaq-100 Index®, including the methodology for inclusion in the Nasdaq-100
Index®, see "Equity Index Descriptions- The Nasdaq-100 Index®" in the accompanying underlying supplement.
Parent Index
The security must be included in the Nasdaq-100 Index®, which includes 100 of the largest domestic and international non-financial
companies listed on the Nasdaq.
Industryor Sector Eligibility
The company must beclassified as a Technology Company (any company classified under the TechnologyIndustry) according to ICB.
Constituent Selection
All securities that meet the applicable Security Eligibility Criteria described above are included in the Nasdaq-100®Technology Sector
IndexSM.
Constituent Weighting
The Nasdaq-100® Technology Sector IndexSMemploys an equal weighting methodology such that each company's Index market value
is rebalanced quarterly to an equal-dollar value corresponding to an equal percent weight of the Nasdaq-100® Technology Sector
IndexSM's aggregate market value. Index Shares arecalculated by dividing this equal-dollar market value for each Index Security by
the corresponding Last Sale Priceof the security at theclose of trading on the thirdFridayin March, June, September, and December.
In thecase of multiple share classesof a company being includedin the Nasdaq-100® Technology Sector IndexSM, the equal-weighted
market value will be divided equally among the securities of that company.
Index Calculation
The Nasdaq-100® Technology Sector IndexSMis an equal weighted, price return index. The Nasdaq-100® Technology Sector IndexSM
is calculated without regard to ordinary dividends, however, it does reflect special dividends.The formula isas follows:
(1)"Index Market Value" shall becalculatedasfollows:
"Index Security" shall mean a security that has been selected for membership in the Nasdaq-100® Technology Sector IndexSM,
havingmet allapplicable eligibility requirements.
n
= Number of Index Securities included in the Nasdaq-100® Technology Sector IndexSM
= Number of shares of Index Securityi applied in the Nasdaq-100® Technology Sector IndexSM.
= Price in quotecurrency ofIndex Security i. Depending on the time of the calculation, the price can be either of the
following:
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Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
a.The Start of Day (SOD) price which is the previous index calculation day's (
t
-1) closing price for Index Security i
adjusted for corporate action(s) occurring prior to market open on date t, if any, for the SOD calculation only;
b.The intraday price which reflects the current trading price received from the Nasdaq during the index calculationday;
c.The End of Day (EOD) price refersto the Last Sale Price, which refers to the last regular-way trade reported on
Nasdaq; or
d.The Volume Weighted Average Price (VWAP)
= current index calculation day
-1 = current indexcalculation day
(2)"PR Index Divisor" should be calculated as follows:
The Index Divisor serves the purpose of scaling an Index Market Valueto lower order of magnitude, which is recommended for
reporting purposes. The Index Divisor is adjusted to ensure that changes inan Index Security's price or shares either by corporate
actions or index participationwhichoccur outsideof trading hours do not affect the index value.An Index Divisor change occurs
after the close of the Nasdaq-100® Technology Sector IndexSM.
Index Maintenance
Deletion Policy
If a component of the Nasdaq-100® Technology Sector IndexSM is removedfrom the Nasdaq-100 Index®for any reason, it is also
removedfromthe Nasdaq-100®Technology Sector IndexSMat thesame time.
Replacement Policy
When a component of the Nasdaq-100 Index® that is classified as Technology according to ICB is removed from the Nasdaq-100
Index, it is also removed from the Nasdaq-100 Technology Sector Index. Assuch, if the replacement company being added to the
Nasdaq-100 Index®isclassified asTechnology according to ICB, it is added to the Nasdaq-100® Technology Sector IndexSMand will
assume the weight of the removed company on the Index effectivedate.
When a component of the Nasdaq-100 Index® that is not classified as Technologyaccording to ICB is removed and the replacement
company being added to the Nasdaq-100 Indexis classified as Technologyaccording to ICB, the replacement companyis considered
for addition to the Nasdaq-100 Technology Sector Index at the next quarterly Rebalance. Whena component of the Nasdaq-100 Index
that isclassified as Technology according to ICB is removedfrom the Nasdaq-100 Indexand the replacement company being added to
the Nasdaq-100 Index®isnot classified as Technology accordingto ICB, thecompany is removed from the Nasdaq-100®Technology
Sector IndexSM and the divisor of the Nasdaq-100®Technology Sector IndexSM is adjusted to ensure Index continuity.
Additions Policy
If a security is added to the Nasdaq-100 Index® for any reason, it may beadded to the Nasdaq-100® Technology Sector IndexSMat the
same time.
Corporate Actions
In the interim periods between scheduled index reconstitution and rebalance events, individualIndexsecuritiesmay be the subject to a
variety of corporate actions and events that require maintenance and adjustments to the Index.
In certain cases, corporate actions and eventsare handled according to the weighting scheme or other indexconstruction techniques
employed. Wherever alternate methods are described, the Index will follow the "Non-Market Cap Corporate Action Method."
Index Share Adjustments
Other than as a direct result of corporate actions, the Nasdaq-100®Technology Sector IndexSM does not normally experience share
adjustments between scheduled index rebalance and reconstitution events.
License Agreement
JPMorgan Chase & Co. or itsaffiliate intends to enter into anon-exclusive license agreement with Nasdaq providing for the license to it
and certain of itsaffiliates or subsidiaries, including JPMorgan Financial, with a non-exclusive license and, for a fee, with the right to use
the Nasdaq-100® TechnologySector IndexSM in connection with certain securities, including thenotes.
The license agreement with Nasdaq providesthat the following language must be statedin this pricing supplement:
The notes arenot sponsored, endorsed, sold or promoted by Nasdaq Inc. or its affiliates (Nasdaq, with its affiliates, are referred to as
the "Corporations"). The Corporations have not passed on the legalityor suitability of,or the accuracy or adequacy of descriptions and
disclosures relating to, the notes. The Corporations make no representation or warranty, expressor implied, to the owners of the notes
PS-14| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the Lesser Performing of
the Nasdaq-100®TechnologySectorIndexSMand the Russell2000® Index
or any member of the public regarding the advisability of investing in securities generally or in the notesparticularly, or the abilityof the
Nasdaq-100®Technology Sector IndexSMto track general stockmarket performance. The Corporations' only relationship to the Issuer,
the Guarantor (if applicable) and their affiliates is in the licensing of Nasdaq®, Nasdaq-100® and Nasdaq-100 Index® registered
trademarks, service marks and certaintrade names of the Corporations and the use of theNasdaq-100® Technology Sector IndexSM
whichisdetermined, composed and calculated by Nasdaq without regard to the Issuer or the Guarantor (if applicable) or the notes.
Nasdaq has no obligation to take the needs of the Issuer or the Guarantor (if applicable) or the ownersof the notesinto considerationin
determining, composing or calculating the Nasdaq-100® Technology Sector IndexSM.TheCorporations arenot responsible for and
have not participated in the determination of the timing of,pricesat, or quantities of the notes to be issued or in the determination or
calculation of the equation bywhichthe notes are to be converted intocash. The Corporationshave noliability inconnection with the
administration, marketing or trading of the notes.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ-
100® TECHNOLOGY SECTOR INDEXSM OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE GUARANTOR (IF APPLICABLE), OWNERS
OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100® TECHNOLOGY SECTOR
INDEXSM OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH RESPECT TO THE NASDAQ-100® TECHNOLOGY SECTOR INDEXSM OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.