Results
JPMorgan Chase & Co.
11/04/2024 | Press release | Distributed by Public on 11/04/2024 08:06
Primary Offering Prospectus - Form 424B2
October 31, 2024RegistrationStatement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-I dated April 13, 2023, underlyingsupplement no. 1-Idated April 13,2023, the prospectus and
prospectus supplement, eachdated April 13, 2023,and the prospectus addendum dated June3, 2024
JPMorganChase Financial Company LLC
Structured Investments
$600,000
Callable Contingent Interest Notes Linked to the Lesser
Performingof the EURO STOXX 50® Index and the iShares®
MSCI EAFE ETFdue 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 eachmonthly Review Date
for which the closing valueof each of theEURO STOXX 50® Index and the iShares® MSCI EAFE ETF, which we refer to
as the Underlyings, isgreater than or equal to 70.00% of itsStrike Value, which we refer to as an Interest Barrier.
•The notes may be redeemed early, in whole but not in part, at our option on any of the quarterly Optional CallPayment
Dates.
•The earliest date on which the notes may be redeemed earlyisMay5, 2025.
•Investorsshould be willing toaccept the riskof losing up to 85.00%of 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 the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments onthenotes are not linked to abasket composed of theUnderlyings.Payments on the notesare linked to the
performance of each of theUnderlyingsindividually, as describedbelow.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes priced onOctober 31, 2024 (the "Pricing Date") and are expected to settle on orabout November 5, 2024.
The Strike Value of each Underlying hasbeen determined by reference to the closingvalue of thatUnderlying on
October 30, 2024 andnot byreference to theclosing value of that Underlying on the Pricing Date.
•CUSIP: 48135VDH8
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 pagePS-5 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 accuracyor the adequacy of this pricingsupplement or theaccompanying product supplement,
underlying supplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions(2)
Proceeds to Issuer
Per note
$1,000
$4
$996
Total
$600,000
$2,400
$597,600
(1) See "Supplemental Use ofProceeds" in this pricingsupplement for informationabout the components of the price to publicofthe
notes.
(2)J.P. MorganSecuritiesLLC, which we refer toas JPMS, acting as agentfor JPMorgan Financial, will pay allof the selling
commissions of $4.00per $1,000principal amount note it receivesfrom us toother affiliated orunaffiliated dealers.See"Plan of
Distribution (Conflicts of Interest)"in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set,was $984.10 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in thispricing supplementfor 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 Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: TheEURO STOXX 50®Index (Bloomberg ticker:
SX5E) (the "Index") and the iShares®MSCI EAFE ETF
(Bloomberg ticker: EFA) (the "Fund") (each of the Index and the
Fund, an "Underlying" and collectively, the "Underlyings")
Contingent InterestPayments:If the notes have not been
previouslyredeemed earlyand the closingvalue of each
Underlying on any Review Date isgreater than or equal to its
Interest Barrier, you will receive on the applicableInterest
Payment Date for each $1,000principal amount note a
Contingent Interest Payment equal to $6.5417 (equivalent to a
Contingent Interest Rate of 7.85% per annum, payable at a rate
of 0.65417% per month).
If the closingvalue of either Underlying on any Review Date is
less than its Interest Barrier, no Contingent Interest Payment
will be made with respect to that Review Date.
Contingent InterestRate:7.85% per annum, payable at a rate
of 0.65417% per month
Interest Barrier:With respect to each Underlying, 70.00% of its
Strike Value, which is 3,420.025 for the Index and $55.797 for
the Fund
Buffer Threshold: With respect to each Underlying, 85.00%of
itsStrike Value, which is4,152.8875for the Index and $67.7535
for the Fund
Buffer Amount: 15.00%
Strike Date: October 30, 2024
Pricing Date:October 31, 2024
Original Issue Date (Settlement Date): On or about November
5, 2024
Review Dates*: December 2, 2024, December 30, 2024,
January30, 2025, February 28, 2025, March 31, 2025, April 30,
2025, May 30, 2025, June 30, 2025, July30, 2025, September
2, 2025, September 30, 2025, October 30, 2025, December 1,
2025, December 30, 2025, January 30, 2026, March 2, 2026,
March 30, 2026, April 30, 2026, June 1, 2026, June 30, 2026,
July 30, 2026, August 31, 2026, September 30, 2026 and
October 30, 2026 (final Review Date)
Interest Payment Dates*: December 5, 2024, January 3, 2025,
February 4, 2025, March 5, 2025, April 3, 2025, May 5, 2025,
June 4, 2025, July3, 2025, August 4, 2025, September 5, 2025,
October 3, 2025, November 4, 2025, December 4, 2025,
January5, 2026, February 4, 2026, March 5, 2026, April 2,
2026, May 5, 2026, June 4, 2026, July 6, 2026, August 4, 2026,
September 3, 2026, October 5, 2026and the Maturity Date
Optional Call Payment Dates*:May 5, 2025, August 4, 2025,
November 4, 2025, February 4, 2026, May5, 2026 and August
4, 2026
Maturity Date*: November 4,2026
* Subject to postponement in the event of a market disruption event
and as describedunder "General Terms of Notes-Postponement
of a Determination Date -NotesLinkedto MultipleUnderlyings"
and "General Terms of Notes-Postponement of a PaymentDate"
in theaccompanying productsupplement orearlyacceleration in
the event of a change-in-law eventasdescribed under "General
Terms of Notes-Consequences of a Change-in-Law Event" in the
accompanyingproductsupplement and "Selected Risk
Considerations-Risks Relatingto the Notes Generally- We May
Accelerate Your NotesIf a Change-in-Law Event Occurs" in this
pricingsupplement
Early Redemption:
We, at our election, may redeem the notesearly, in whole but
not in part, on any of theOptional Call Payment Datesat a
price, for each $1,000 principal amount note, equal to $1,000
plusthe Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The DepositoryTrust
Company, or DTC, at least three business days before the
applicable Optional Call Payment Date on which the notesare
redeemedearly.
Payment at Maturity:
If the notes have not been redeemed earlyandthe Final Value
of each Underlyingis greater than or equal to itsBuffer
Threshold, you will receivea cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus(b) the
Contingent Interest Paymentapplicable to the final Review
Date.
If the notes have not been redeemed earlyandthe Final Value
of either Underlyingis less than itsBuffer Threshold, your
payment at maturity per $1,000 principal amount note,in
addition to any Contingent Interest Payment,willbecalculated
as follows:
$1,000 + [$1,000 ×(Lesser Performing UnderlyingReturn+
Buffer Amount)]
If the notes have not been redeemed earlyand the Final Value
of either Underlyingis less than its Buffer Threshold, you will
lose some or most of your principal amount at maturity.
Lesser Performing Underlying: The Underlying with the
Lesser Performing UnderlyingReturn
Lesser Performing Underlying Return: The lower of the
Underlying Returnsof the Underlyings
Underlying Return:
With respect toeach Underlying,
(Final Value -Strike Value)
Strike Value
Strike Value: With respect to each Underlying, the closing
value of thatUnderlyingon the Strike Date, which was4,885.75
for the Index and $79.71 for the Fund. The Strike Value of
each Underlying is not the closing value of that Underlying
on the Pricing Date.
Final Value: With respect to eachUnderlying, the closing value
of thatUnderlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining theclosing value of the Fund and is
set equal to 1.0on the Strike Date. The Share Adjustment
Factor is subject to adjustment upontheoccurrenceof certain
events affecting theFund. See "The Underlyings-Funds-
Anti-Dilution Adjustments" in the accompanyingproduct
supplement for further information.
PS-2| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
Supplemental Terms of the Notes
Any valuesof the Underlyings, and any values derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricingsupplement and the corresponding terms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment willbecomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payments in Connectionwith Review DatesPreceding the Final Review Date
Theclosing valueof each Underlying is greater than
or equal toits Interest Barrier.
Theclosing valueof eitherUnderlying is less than its
Interest Barrier.
ReviewDates (Other thanthe Final ReviewDate and ReviewDatesImmediately Preceding the OptionalCallPayment
Dates)
Comparethe closing valueof eachUnderlying to its Interest Barrier oneachReviewDate until anyearlyredemption. Refer to the second
diagramfor payments in connectionwith a ReviewDate immediatelypreceding an Optional Call Payment Date.
You will receive a Contingent Interest Payment on the applicable Interest
Payment Date.
Proceedto thenext ReviewDate.
No ContingentInterest Payment will be made with respect to
the applicable ReviewDate.
Proceedto thenext ReviewDate.
You will receive (a)$1,000 plus (b)a
Contingent Interest Payment onthe
applicable Optional Call Payment Date.
No further payments will be made on the
notes.
Comparethe closingvalue of each Underlying to its Interest Barrier on each ReviewDate untilanyearlyredemption.
ReviewDates Immediately Preceding an Optional Call Payment Date
EarlyRedemption
Theclosing valueof each
Underlying is greater thanor
equal toits Interest Barrier.
Theclosing valueof either
Underlying is less thanits Interest
Barrier.
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceedto thenext ReviewDate.
No Contingent Interest Payment will
bemadewith respect tothe
applicable ReviewDate.
Proceedto thenext ReviewDate.
No Early Redemption
You will receive $1,000on theapplicable
Optional Call Payment Date.
No further payments will be made on the
notes.
PS-3| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
Payment at MaturityIf the Notes Have Not Been Redeemed Early
Total Contingent Interest Payments
The table below illustrates the hypotheticaltotal Contingent Interest Payments per $1,000 principal amount note over the termof the
notes based on the Contingent Interest Rate of 7.85% per annum, depending on how many Contingent Interest Payments are made
prior to early redemptionor maturity.
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
24
$157.0000
23
$150.4583
22
$143.9167
21
$137.3750
20
$130.8333
19
$124.2917
18
$117.7500
17
$111.2083
16
$104.6667
15
$98.1250
14
$91.5833
13
$85.0417
12
$78.5000
11
$71.9583
10
$65.4167
9
$58.8750
8
$52.3333
7
$45.7917
6
$39.2500
5
$32.7083
4
$26.1667
3
$19.6250
2
$13.0833
1
$6.5417
0
$0.0000
Review Dates Precedingthe
Final Review Date
You will receive (a)$1,000 plus (b)the
Contingent Interest Payment
applicable tothe final ReviewDate.
Thenotes have not been
redeemedearlypriorto the
final ReviewDate.
Proceedto maturity
Final ReviewDatePaymentatMaturity
TheFinal Valueof eachUnderlying is greater
than orequal toits BufferThreshold.
You will receive, in additionto any
Contingent Interest Payment:
$1,000 + [$1,000 × (Lesser Performing
Underlying Return+ BufferAmount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
TheFinal Valueof either Underlyingis lessthan
its BufferThreshold.
PS-4| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Underlyings, assuminga range of performances for
the hypothetical Lesser Performing Underlying on the Review Dates. Each hypothetical payment set forth belowassumes that the
closing value of the Underlying that is not the Lesser Performing Underlying on each Review Date is greater thanor equal to
its Strike Value (and therefore its Interest Barrier and Buffer Threshold).
In addition, the hypothetical paymentssetforth below assume the following:
•the notes have not been redeemedearly;
•a Strike Value for the Lesser Performing Underlying of 100.00;
•an Interest Barrier for the Lesser Performing Underlying of 70.00 (equal to70.00% of its hypothetical Strike Value);
•a Buffer Thresholdfor the Lesser Performing Underlying of 85.00 (equal to 85.00% of its hypothetical Strike Value);
•a Buffer Amount of 15.00%; and
•a Contingent Interest Rate of 7.85% per annum.
The hypothetical Strike Valueof the LesserPerforming Underlying of 100.00has been chosen for illustrative purposes only and does
not represent the actual StrikeValueof either Underlying. The actual Strike Value of each Underlyingisthe closingvalue of that
Underlying on theStrike Date and is specified under "Key Terms -Strike Value" in thispricing supplement. For historical data
regarding the actual closing values of each Underlying, please see the historical information set forth under "The Underlyings" in this
pricing supplement.
Each hypothetical payment set forthbelow isfor illustrative purposesonly and may not be the actual payment applicable to a purchaser
of the notes.The numbers appearing in the following exampleshave been rounded for ease of analysis.
Example 1 - Notes have NOT been redeemed earlyand the Final Value of the Lesser Performing Underlying is greater than or
equal to itsBuffer Threshold.
Date
ClosingValueof Lesser
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
95.00
$6.5417
Second Review Date
85.00
$6.5417
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,006.5417
Total Payment
$1,019.625 (1.9625% return)
Because the notes have not been redeemed early and the Final Valueof the Lesser Performing Underlyingis greater than or equal to
itsBuffer Threshold, the payment at maturity, for each $1,000 principalamount note, will be $1,006.5417(or $1,000 plusthe Contingent
Interest Payment applicable to the final Review Date).When added to the Contingent Interest Payments received with respect tothe
prior Review Dates, the total amount paid, for each $1,000 principal amount note, is$1,019.625.
Example2 - Notes have NOT been redeemed earlyand the Final Value of the Lesser Performing Underlying is less than its
Buffer Threshold but is greater than or equal to its Interest Barrier.
Date
ClosingValueof Lesser
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
50.00
$0
Second Review Date
55.00
$0
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
75.00
$906.5417
Total Payment
$906.5417 (-9.34583% return)
Because the notes have not been redeemed early, the Final Value of the Lesser Performing Underlying is less than its Buffer Threshold
but is greater than or equal to its Interest Barrier and the Lesser Performing Underlying Return is -25.00%, thepayment at maturity will
be $906.5417 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-25.00% + 15.00%)] + $6.5417= $906.5417
PS-5| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
Example3 - Notes have NOT been redeemed earlyand the Final Value of the Lesser Performing Underlying is less than its
Buffer Threshold and itsInterest Barrier.
Date
ClosingValueof Lesser
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$550.00
Total Payment
$550.00 (-45.00% return)
Because the notes have not been redeemed early, the FinalValueof the Lesser Performing Underlying is less thanits Buffer Threshold
and its Interest Barrierand the Lesser Performing Underlying Returnis -60.00%, the payment at maturity will be $550.00per $1,000
principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 15.00%)]= $550.00
The hypothetical returnsand hypothetical payments on thenotesshown above apply only if you hold thenotes for their entireterm.
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 andproduct 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 the notes have not beenredeemed earlyand the Final Value of either
Underlyingis lessthan itsBuffer Threshold, you willlose 1% of theprincipalamount of your notes for every 1% that the Final Value
of the Lesser Performing Underlying is less than itsStrike Value by more than15.00%. Accordingly, under these circumstances,
you willlose up to 85.00% 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 to a Review Date only if the
closing value of each Underlying on that Review Date isgreater than or equal to its Interest Barrier. If the closing value of either
Underlying on that Review Date isless than its Interest Barrier, no Contingent Interest Payment willbemade with respect to that
Review Date. Accordingly, if the closing valueof either Underlying on each Review Dateis less than its Interest Barrier, you will
not receive any interest payments over the term of the notes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined 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 maynot receive any amounts owed to you under the notes and you could lose your entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a 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 fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. tomake 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 tous and we are unable to make
payments on the notes, you may have to seek payment under the related guaranteebyJPMorgan Chase & Co., and that
PS-6| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see theaccompanying prospectus addendum.
•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 either Underlying, which may be significant. You willnot participate in any appreciationof either
Underlying.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments onthenotes are not linked to abasket composed of theUnderlyings and are contingent upon the performance of each
individualUnderlying. Poor performance by either of the Underlyings over the term of thenotes may negatively affect whether you
will receivea Contingent Interest Payment on any Interest Payment Date and your payment at maturity and will not be offset or
mitigated by positive performancebythe other Underlying.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
•THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeem your notes early, the term of the notesmaybe reduced to as short as approximatelysix months and you will
not receiveany Contingent Interest Payments after the applicable Optional Call Payment Date. There isno guarantee that you
would be able to reinvest the proceeds from aninvestment in the notes at a comparable return and/or with a comparable interest
rate for a similar level of risk. Even in cases where we elect to redeem your notesbefore maturity, you are not entitled to any fees
and commissions described on the front cover of this pricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY EITHER
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TOTHE FUND OR THOSE SECURITIES.
•THE RISK OF THE CLOSINGVALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR BUFFER
THRESHOLD IS GREATER IF THE VALUE OF THAT UNDERLYING IS VOLATILE.
•WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS -
Upon the announcement or occurrence of legal or regulatorychanges that the calculationagent determinesare likely to interfere
with your or our ability to transact in or hold the notes or our abilityto hedge or perform ourobligations under the notes, we may, in
our sole and absolute discretion, accelerate the payment on your notes and pay you an amount determined in good faithand in a
commercially reasonable manner by the calculation agent. If the payment on your notesis accelerated, your investment may result
in a loss andyou may not be able to reinvest your money ina comparable investment. Please see "General Terms of Notes -
Consequences of a Change-in-Law Event" in the accompanying product supplement for more information.
•LACK OF LIQUIDITY -
The notes will not be listed onany securities 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 thenotes. You may notbe able to sell yournotes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your 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 ispossible that 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 the Notes
•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 withselling, structuring and hedging the notes are
included in the original issue price of the notes.These costsinclude the selling commissions,the projected profits, if any, that our
PS-7| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesand theestimated cost of hedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes maydiffer from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in 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 rate and any potentialchanges to that rate may have an adverse effect on the terms of 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 generallyexpect that some of the costs included in the original issue price of the noteswill bepartiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that willdecline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimated value of your notesduring 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 prices of thenotes willlikely be lower than theoriginal 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 may 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 whichJPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissueprice. Anysale by you prior to
the Maturity Date could result in a substantial loss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and marketfactors, which
mayeither offset or magnify eachother, asidefromthe selling commissions,projected hedging profits, if any, estimated hedging
costs and the valuesof the Underlyings. Additionally, independent pricing vendors and/or third party broker-dealersmaypublish a
price for the notes, which mayalso be reflected on customer account statements. This price may be different (higher or lower)
than the price of the notes, if any, atwhich JPMS may be willing to purchase yournotesin the secondary market. See "Risk
Factors - Risks Relating to the Estimated Value and Secondary Market Pricesof the Notes-Secondary market prices of the
notes will be impactedbymany economic and market factors" in the accompanyingproduct supplement.
Risks Relating to the Underlyings
•NON-U.S. SECURITIES RISK-
The equity securitiesincluded in or held by the Underlyings have been issued by non-U.S. companies. Investments in securities
linked to the value of such non-U.S. equitysecurities involve risks associated withthe home countries and/or the securities markets
in the home countries of the issuers of those non-U.S. equity securities. Also, there is generally less publiclyavailable information
about companies in some of thesejurisdictions than there isabout U.S. companies that are subject to the reporting requirements of
the SEC.
PS-8| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
•NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE INDEX -
The value of your notes willnot be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securitiesincluded in the Indexare based, although any currency fluctuations could affect the performance of the Index.
•THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund issubject tomanagement risk, which is the risk that theinvestment strategies ofthe Fund's investment adviser, the
implementation of which is subject to anumber of constraints, may not produce the intended results.These constraintscould
adversely affect the market price of the sharesof the Fund and, consequently, thevalue ofthe notes.
•THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (asdefined under "The Underlyings" below) and may holdsecurities different
from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transactioncostsand
fees that are not included in the calculation of its Underlying Index. All of these factorsmay lead to a lackof correlation between
the performance of the Fund and its UnderlyingIndex. In addition, corporate actions with respect to the equity securities
underlying the Fund (such asmergers and spin-offs) mayimpact thevariance between the performances of the Fund and its
Underlying Index. Finally, because the sharesof the Fund are traded on asecuritiesexchange and are subject to market supply
and investor demand, the market value of one share of the Fund maydiffer from the net asset value per shareof the Fund.
During periodsof market volatility, securities underlying the Fund maybe unavailable in thesecondarymarket,market participants
maybe unable to calculate accurately thenet asset value per share of the Fund and theliquidity of the Fund may be adversely
affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility mayadversely affect, sometimes materially, the prices at which market participants are willing to buyand
sell shares of the Fund. Asa result, under these circumstances, the market value of shares of the Fund mayvary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund maynot correlate
with the performance of its Underlying Index as well as the net asset valueper share of the Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any paymenton the notes.
•THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUND-
Because the prices of the non-U.S. equitysecurities held by the Fund are convertedinto U.S. dollars for purposes of calculating
the net asset value of the Fund, holders of the notes will be exposed tocurrency exchange rate risk with respect to each of the
currenciesin which the non-U.S. equitysecurities held by the Fundtrade. Your net exposure willdepend on the extent towhich
those currencies strengthen or weaken against the U.S. dollar and the relative weight of equitysecurities held by the Fund
denominated ineach of thosecurrencies. If, taking intoaccount the relevant weighting, the U.S. dollar strengthens against those
currencies, theprice of the Fund will beadversely affected and any payment on the notesmay be reduced.
•THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent willmake adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent will not make an adjustment in response to all events that couldaffect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes maybe materiallyand
adversely affected.
PS-9| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
The Underlyings
The Index consists of 50component stocks of market sector leaders from within the Eurozone. The Index and STOXX are the
intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors (the "Licensors"),
whichare used under license. The notes based on the Index are in no way sponsored, endorsed, sold or promoted by STOXX Limited
and its Licensors and neither STOXX Limited nor anyof its Licensorsshall have any liability with respect thereto. For additional
information about the Index, see "EquityIndex Descriptions-The STOXX Benchmark Indices" in the accompanyingunderlying
supplement.
The Fund is an exchange-traded fund ofiShares® Trust, a registered investment company, that seeks to track the investment results,
before fees and expenses, of an index composed of large- and mid-capitalization developed market equities, excluding the United
States and Canada, which we refer to as the Underlying Index with respect to the Fund. The Underlying Index with respect tothe Fund
is currently the MSCI EAFE®Index. The MSCI EAFE® Index is a free float-adjusted market capitalization index intended to measure
the equity market performance of certain developed markets, excluding the United States and Canada. For additionalinformation
about the Fund, see "Fund Descriptions - The iShares®ETFs" in the accompanying underlying supplement.
Historical Information
The following graphs set forththe historical performance of each Underlying based on theweekly historical closingvalues from January
4, 2019 through October 25, 2024. The closing value of the Index on October 30, 2024was4,885.75.The closing value of the Fund
on October 30, 2024 was $79.71. We obtained the closingvalues above and below from the Bloomberg Professional®service
("Bloomberg"), without independent verification. The closing values of the Fund above and below may have been adjusted by
Bloomberg for actions takenby the Fund, such as stock splits.
The historical closing valuesof each Underlyingshould not be taken as an indication of future performance, and no assurance can be
given as tothe closing value of either Underlyingon any Review Date.There can be no assurance that theperformance of the
Underlyings will result in the return of any of your principal amount in excess of $150.00 per $1,000 principal amount note, subject to
the credit risks of JPMorgan Financialand JPMorgan Chase & Co., or the payment of any interest.
PS-10| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
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 taxpurposes 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 whichcase the timing andcharacter of any income or loss on thenotes
could be materially affected. In addition, 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. 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 commentsona number of related
topics, including the character of income or loss with respect to these instruments and the relevance of factors such as the nature of the
underlying property to which the instruments are linked. While thenotice requests comments on appropriate transition rules and
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. The discussions aboveand in the accompanying
product supplement do 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 theissues presented bythe notice described 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 a position 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 generallyat a rate of 30% or at a reduced ratespecified 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 toclaiman exemptionfrom, or a reduction in, the 30% withholding tax, 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 area Non-U.S. Holder, you should consultyour tax adviser regarding thetax 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 the applicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an"Underlying Security"). Based on certain determinations made 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
PS-11| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
circumstances, including whether you enter intoother transactions with respect to an Underlying Security. You shouldconsult 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 thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityas the notes, valued usingthe internal funding
ratedescribed below, and (2) the derivative or derivatives underlying the economic terms of the notes.The estimated value of the
notes does not represent a minimum price at which JPMS wouldbe 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 thenotes as well as the higherissuance,
operational and ongoing liability management costs of thenotes in 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 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 the notes. For additional information, see"Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes- The Estimated Value of the NotesIs Derived by Reference to an Internal Funding Rate"in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of thenotes is derived from internal pricing modelsof 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 includevolatility, dividend rates, interest rates and other
factors, as well as assumptions about futuremarket events and/or environments.Accordingly, theestimated value of thenotes is
determined when the termsof the notes areset based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthenotes that are greater than or less thanthe estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay 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 secondarymarket transactions.
The estimated value of the notes is lowerthan the original issue price of the notesbecausecosts associatedwithselling,structuring
and hedging the notes are included in the original issue price of the notes.Thesecostsinclude 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 obligations under the notes.Becausehedgingour
obligations entails riskandmay be influenced by market forces beyond our control, thishedging may result in a profit that ismore or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the 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 SecondaryMarket Prices of the Notes-The Estimated
Value of the Notes Is LowerThan the Original Issue Price (Price to Public) of the Notes"in this pricing 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 impactedbymany
economic andmarket 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 notesby
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 secondary market funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of the notes.The lengthof any such initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts 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
PS-12| Structured Investments
Callable ContingentInterest Notes Linked to the Lesser Performing of the
EURO STOXX 50® Index and theiShares®MSCI EAFEETF
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 "Hypothetical Payout Examples"in this pricingsupplement for an illustration of therisk-return
profile of the notes and "The Underlyings"in this pricing supplement for 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 paidto 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 the estimated cost of hedging our obligations under the notes.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, asspecialproducts counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offeredby this pricing supplement have beenissued by JPMorganFinancial pursuant 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 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 such counsel
expressesno 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 provision of applicable law by limiting the amount of JPMorgan Chase & Co.'sobligation 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 opinion issubject tocustomary assumptions about the
trustee's authorization, execution and deliveryof the indenture andits authentication of themaster note and thevalidity, binding nature
and enforceabilityof the indenture with respect to the trustee, all asstated 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 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 accompanyingprospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricingsupplement, together with the documents listed below, contains the terms of 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 supplementand in Annex A to the accompanying prospectusaddendum, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in thenotes.
You may access these documents on the SEC websiteat www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.