JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 14:25
Primary Offering Prospectus - Form 424B2
October 29, 2024
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-Idated April 13, 2023, theprospectus and prospectussupplement, each dated April13,2023, and
the prospectus addendumdated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$219,000
Auto CallableContingent Interest Notes Linked to the Least
Performing of the Class A Common Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and theCommon Stock of
Apple Inc. due November 2, 2026
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a Contingent Interest Payment with respect to each Review Date for which
the closing price of one share of each of the Reference Stocks is greater than or equal to 58.20% of its Strike Value, which
we refer to as an Interest Barrier.
●If the closing price of one share of each Reference Stockisgreater than or equal to its Interest Barrier on any Review Date,
investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, any previously unpaid
Contingent Interest Payments for prior Review Dates.
●The notes will be automatically calledif the closing price of one shareof each Reference Stockon any Review Date (other
than the first and final Review Dates) is greater than or equal to its Strike Value.
●The earliest dateon which anautomatic call may be initiated is April28, 2025.
●Investors should be willing to accept the risk of losing some or allof their principal and the risk that no Contingent Interest
Payment may bemade 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 andunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, thepayment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Payments on the notes are not linkedto a basket composed of the Reference Stocks. Payments on the notes are linked to
the performance of each of the Reference Stocksindividually, as described below.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes priced on October 29, 2024 (the "Pricing Date") and are expected to settle on orabout November 1, 2024. The
Strike Value of each Reference Stock has been determined by reference to the closing price of one share of that
Reference Stock on October 28, 2024and not by reference to the closing price of one share of that Reference Stock
on the Pricing Date.
●CUSIP:48135UW97
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-5of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securities commission has approved or disapproved of
the notes or passed upon the accuracy or theadequacyof this pricingsupplement or the accompanying product supplement,
prospectussupplement, prospectus and prospectus addendum. Any representation to the contraryis a criminaloffense.
Price to Public (1)
Fees and Commissions(2)
Proceeds to Issuer
Per note
$1,000
$15
$985
Total
$219,000
$3,285
$215,715
(1) See "Supplemental Use of Proceeds" in this pricingsupplementfor information about the components of the price to public ofthe notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agentfor JPMorgan Financial, will pay allof the selling commissions
of $15.00 per $1,000 principal amount note it receivesfromus toother affiliated or unaffiliated dealers.See "Plan of Distribution(Conflicts
of Interest)" in the accompanyingproductsupplement.
The estimated value of the notes, when the terms of the notes were set, was $957.80 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotesare not bankdeposits, are not insured bythe FederalDeposit Insurance Corporationor any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks:As specified under "Key Terms Relating
to the Reference Stocks" in this pricing supplement
Contingent Interest Payments:
If the notes have not been automatically called and the
closing price of one shareof each Reference Stock on any
Review Date is greater than or equal toits Interest Barrier,
you will receive on the applicable Interest Payment Date for
each $1,000 principal amount note a Contingent Interest
Payment equal to$22.50 (equivalent to a Contingent Interest
Rate of 9.00% per annum, payable at a rate of 2.25%per
quarter), plusanypreviously unpaid Contingent Interest
Payments for any prior Review Dates.
If the Contingent Interest Payment isnot paid onany Interest
Payment Date, that unpaid Contingent Interest Payment will
be paid on alater Interest Payment Date if the closingpriceof
one share of each Reference Stock on the Review Date
related to that later Interest Payment Date is greater than or
equal toitsInterest Barrier. You will not receive anyunpaid
Contingent Interest Payments if the closingprice of one share
of any Reference Stock oneach subsequent Review Date is
less than its Interest Barrier.
Contingent Interest Rate:9.00% per annum, payable at a
rate of 2.25% per quarter
Interest Barrier/Trigger Value: With respect to each
Reference Stock, 58.20% of its Strike Value, as specified
under "Key Terms Relating to the Reference Stocks"in this
pricing supplement
Strike Date:October 28, 2024
Pricing Date: October 29, 2024
Original Issue Date (Settlement Date): On or about
November 1, 2024
Review Dates*:January 28, 2025, April28, 2025, July28,
2025, October 28, 2025, January 28, 2026, April 28, 2026,
July 28, 2026 and October 28, 2026 (final Review Date)
Interest Payment Dates*:January 31, 2025, May1, 2025,
July 31, 2025, October 31, 2025, February 2, 2026, May 1,
2026, July31, 2026 and the Maturity Date
Maturity Date*: November 2,2026
Call Settlement Date*: If the notes are automatically called
on any Review Date (other than the first and final Review
Dates), the first Interest Payment Date immediately following
that Review Date
* Subject to postponement in theevent of amarket disruption event
and as described under "General Terms of Notes- Postponement of
a Determination Date -Notes Linked to MultipleUnderlyings" and
"General Terms of Notes -Postponement of a PaymentDate" inthe
accompanying product supplement
Automatic Call:
If the closing price of one share of each Reference Stockon
any Review Date (other than the first and final Review Dates)
is greater than or equal toits Strike Value, the notes will be
automaticallycalled for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus(b) the
Contingent Interest Payment applicable to that Review Date
plus (c) anypreviously unpaid Contingent Interest Payments
for any prior Review Dates, payable on the applicable Call
Settlement Date. No further payments willbe made onthe
notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Reference Stock is greater than or equalto its
Trigger Value, you will receive a cash payment at maturity, for
each $1,000 principal amount note, equal to (a) $1,000 plus
(b) the Contingent Interest Payment applicable to the final
Review Dateplus (c) anypreviously unpaid Contingent
Interest Payments for any prior Review Dates.
If the notes have not been automatically called and the Final
Value of any Reference Stockis less than its Trigger Value,
your payment at maturity per $1,000 principal amount note will
be calculated as follows:
$1,000 + ($1,000 × Least Performing Stock Return)
If the notes have not been automatically called and the Final
Value of any Reference Stockis less than its Trigger Value,
you willlose more than 41.80% of your principal amount at
maturityandcould lose all of your principal amount at
maturity.
Least Performing Reference Stock:The Reference Stock
with the Least Performing Stock Return
Least Performing Stock Return:The lowest of the Stock
Returns of the Reference Stocks
Stock Return:With respect to each Reference Stock,
(Final Value - Strike Value)
Strike Value
Strike Value: With respect toeach Reference Stock, the
closing priceof one shareof that Reference Stockon the
Strike Date, asspecified under "Key Terms Relating to the
Reference Stocks" in thispricing supplement. The Strike
Value of each Reference Stock isnot the closing price of
one share of that Reference Stock on the Pricing Date.
Final Value:With respect to each Reference Stock, the
closing priceof one shareof that Reference Stockon the final
Review Date
Stock Adjustment Factor: With respect toeach Reference
Stock, the Stock Adjustment Factor is referenced in
determining the closing priceof one share of that Reference
Stock and is set equal to 1.0 on the Strike Date.The Stock
Adjustment Factor of each Reference Stockis subject to
adjustment upon the occurrence of certain corporate events
affecting that Reference Stock. See "The Underlyings-
Reference Stocks-Anti-Dilution Adjustments" and "The
Underlyings- Reference Stocks -Reorganization Events"
in the accompanying product supplement for further
information.
PS-2| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Key Terms Relating to the Reference Stocks
Reference Stock
Bloomberg
Ticker Symbol
Strike Value
Interest Barrier
/ Trigger Value
Class A commonstockof Alphabet Inc., par value $0.001 per
share
GOOGL
$166.72
$97.031
Common stock of Amazon.com, Inc., par value $0.01 per share
AMZN
$188.39
$109.643
Common stock of Apple Inc., par value$0.00001 per share
AAPL
$233.40
$135.8388
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of thispricingsupplement and thecorrespondingterms of the notes. Notwithstanding
anything to the contraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payment in Connection with the First Review Date
First Review Date
Comparethe closing price of one share of each Reference Stock to its Interest Barrier on the first Review Date.
The closing price of one share of each Reference
Stock is greater than or equal to its Interest Barrier.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Review Date.
The closing price of one share of any Reference Stock
is less than its Interest Barrier.
No Contingent Interest Payment will be made with respect to
theapplicable Review Date.
Proceed to the next Review Date.
Payments in Connection with Review Dates (Other than the First and Final Review Dates)
Review Dates(Other than the First andFinal Review Dates)
Strike
Value
Compare the closing price of one share of each Reference Stock to its Strike Value and the Interest Barrier oneach
Review Date until the final Review Date or any earlier automatic call.
The closing price of
one share of each
Reference Stock is
greater than or
equal to its Strike
Value.
Automatic Call
The notes will be automatically called on the applicable Call Settlement Date, and you
will receive (a) $1,000plus (b) the Contingent Interest Payment applicable to that
Review Date plus(c) any previously unpaid Contingent Interest Payments forany prior
Review Dates.
No further payments will be madeon the notes.
The closing price of
one share of any
Reference Stock is
less than its Strike
Value.
No
Automatic
Call
The closingprice of one
share of each
Reference Stock is
greater than or equal
to its Interest Barrier.
You will receive (a) a Contingent Interest
Payment on the applicable Interest
Payment Date plus (b) any previously
unpaid Contingent Interest Payments for
any prior Review Dates.
Proceed to the next Review Date.
The closingprice of one
share of any Reference
Stock is less than its
Interest Barrier.
No Contingent Interest Payment will be
made with respect to the applicable
Review Date.
Proceed to the next Review Date.
PS-3| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Preceding the Final
Review Date
Final Review Date
Paymentat Maturity
The notes arenot
automatically called.
The Final Value of each Reference Stock is
greater than or equal to its Trigger Value.
You will receive (a) $1,000plus (b)the
Contingent Interest Payment applicable
to the final Review Dateplus (c) any
previously unpaid Contingent Interest
Payments for any prior Review Dates.
Proceed to maturity
The Final Value of any Reference Stock is
less than its Trigger Value.
You will receive:
$1,000 + ($1,000 × Least Performing
Stock Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notes based on the Contingent Interest Rate of 9.00% per annum, depending on how many Contingent Interest Payments are made
prior to automatic callor maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
8
$180.00
7
$157.50
6
$135.00
5
$112.50
4
$90.00
3
$67.50
2
$45.00
1
$22.50
0
$0.00
Hypothetical Payout Examples
The following examplesillustrate payments on the notes linked to three hypothetical Reference Stocks, assuming a range of
performances for the hypotheticalLeast Performing Reference Stock on the Review Dates. Each hypothetical payment set forth
below assumes that the closing price of one share of each Reference Stock that is not the Least Performing Reference Stock
on each Review Date is greater than or equal to its Strike Value (and therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical paymentsset forth below assume the following:
●a Strike Value for the Least PerformingReference Stock of $100.00;
●an Interest Barrier and a Trigger Value for the Least Performing Reference Stock of $58.20 (equal to 58.20% of its
hypothetical Strike Value); and
●a Contingent Interest Rate of 9.00% per annum (payable at a rate of 2.25% per quarter).
The hypothetical Strike Value of the Least Performing Reference Stock of $100.00 has been chosen for illustrative purposesonly and
does not represent the actualStrike Value of any Reference Stock.
The actual Strike Value of each Reference Stockis theclosing price of one share of that Reference Stockon the Strike Date and is
specified under "Key Terms Relating to the Reference Stocks" in this pricingsupplement.For historical data regarding the actual
closing prices of one share ofeach Reference Stock, pleasesee the historical information set forth under "The Reference Stocks" in
thispricing supplement.
Each hypothetical payment set forthbelow isfor illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes. The numbers appearing inthe following examples havebeen rounded for ease of analysis.
PS-4| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Example 1- Notes are automaticallycalled on the second ReviewDate.
Date
Closing Priceof One
Share of Least
Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$105.00
$22.50
Second Review Date
$110.00
$1,022.50
Total Payment
$1,045.00 (4.50% return)
Because the closing priceof one share of each Reference Stockon the second Review Date is greater than or equal to its Strike Value,
the notes will be automatically called for acash payment, for each $1,000 principal amount note, of $1,022.50 (or $1,000 plus the
Contingent Interest Payment applicable to the second Review Date), payable on the applicable Call Settlement Date. The notes are not
automaticallycallablebefore the second Review Date, even though the closing price of one share of each Reference Stock on the first
Review Date is greater than its Strike Value. Whenadded to the Contingent Interest Payment received with respect to the prior Review
Date, the total amount paid, for each $1,000 principalamount note, is $1,045.00. No further payments will be made on the notes.
Example 2- Notes have NOT been automatically called and the Final Value of the Least Performing Reference
Stock is greater than or equal to its Trigger Value.
Date
Closing Priceof One
Share of Least
Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$95.00
$22.50
Second Review Date
$85.00
$22.50
Third through Seventh
Review Dates
Less than Interest
Barrier
$0
Final Review Date
$90.00
$1,135.00
Total Payment
$1,180.00 (18.00% return)
Because the notes have not been automaticallycalled and the Final Value of the Least Performing Reference Stock is greater than or
equal toitsTrigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,135.00 (or $1,000plusthe
Contingent Interest Payment applicable to the final Review Dateplustheunpaid Contingent Interest Payments for any prior Review
Dates). When added to the Contingent Interest Payments received with respect to theprior Review Dates, the total amount paid, for
each $1,000 principal amount note, is$1,180.00.
PS-5| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Example 3- Notes have NOT been automatically called and the Final Value of the Least Performing Reference
Stock is less than its Trigger Value.
Date
Closing Priceof One
Share of Least
Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$48.20
$0
Second Review Date
$53.20
$0
Third through Seventh
Review Dates
Less than Interest
Barrier
$0
Final Review Date
$48.20
$482.00
Total Payment
$482.00 (-51.80% return)
Because the notes have not been automaticallycalled, the Final Value of the Least Performing Reference Stockis less than its Trigger
Value and the Least Performing Stock Return is -51.80%, the payment at maturity will be $482.00 per $1,000 principal amount note,
calculatedas follows:
$1,000 + [$1,000 × (-51.80%)] = $482.00
The hypothetical returnsand hypothetical payments on the notesshown above applyonly if you hold the notes for their entire term
or until automatically called. These hypotheticalsdo not reflect the fees or expensesthat would be associated withanysale inthe
secondary market. 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 notes involvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value of any
Reference Stock is lessthan its Trigger Value, you will lose 1% of the principal amount of your notesfor every 1% that the Final
Value of the Least Performing Reference Stock is lessthan its Strike Value. Accordingly, under thesecircumstances, youwill lose
more than41.80%of your principal amount at maturity and could lose all of your principal amount at maturity.
●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL-
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date (and we
will payyou any previously unpaid Contingent Interest Paymentsfor anyprior Review Dates) onlyif the closingprice of one share
of each Reference Stock on that Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of any
Reference Stock on that Review Date is lessthan its Interest Barrier, no Contingent Interest Payment will be made with respect to
that Review Date. You will not receiveanyunpaid Contingent Interest Payments if the closing price of one share of any Reference
Stock on each subsequent Review Date is less than its Interest Barrier. Accordingly, if the closing priceof one share of any
Reference Stock on each Review Date is lessthan 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 and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined by themarket for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. wereto default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a financesubsidiary of JPMorgan Chase & Co., we have no independent operations beyond theissuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capitalcontribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guaranteeby JPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
PS-6| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
●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 appreciation of any Reference Stock, which may be significant. You willnot participate in any appreciationof any
Reference Stock.
●POTENTIAL CONFLICTS-
We and our affiliates play avariety of roles inconnection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economicinterests are potentially adverse to your interests as aninvestor in the notes. It ispossible that hedging or trading
activities of ours or our affiliates inconnection with thenotescould result 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.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK-
Payments on the notes are not linkedto a basket composed of the Reference Stocks and are contingent upon the performance of
each individual Reference Stock. Poor performance by anyof the Reference Stocks over the term of the notes may result in the
notes not being automatically called on a Review Date, maynegativelyaffect 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 performance by
any other Reference Stock.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If the Final Value of any Reference Stock is less than its Trigger Value and the notes have not been automatically called, the
benefit provided bythe Trigger Value willterminate and you will be fully exposed to any depreciationof theLeast Performing
Reference Stock.
●THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately sixmonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is noguarantee that you wouldbe
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar levelof risk. Even in cases where the notes are called before maturity, you arenot entitled to any feesand commissions
described on the front cover of this pricing supplement.
●YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY
REFERENCE STOCK.
●NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER -
We have not independently verified any of the information about any Reference Stock issuer contained in thispricingsupplement.
You should undertake your own investigation into each Reference Stock and itsissuer. Weare not responsible for any Reference
Stock issuer'spublic disclosure of information, whether contained in SEC filings or otherwise.
●THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make an adjustment in response to all events that could affect a Reference Stock. The calculation
agent may make adjustmentsin response to events that arenot described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation todo soor to consider your interests as a
holder of the notes in making these determinations.
●THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST
BARRIER OR TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.
●LACK OF LIQUIDITY-
The notes will not be listedon anysecurities exchange. Accordingly, theprice at which you may be able to tradeyour notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to beshort-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
●THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of thenotes is only an estimate determined by reference to several factors. The original issue price of the
notes exceedsthe estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in theoriginal issue priceof the notes. These costsinclude the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
PS-7| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
●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 maturityissuedby JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,
operational and 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, whichmay
prove tobe incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and anypotential changes to that rate may have an adverse effect on the termsof the notes and any
secondary market prices of the notes. See "The Estimated Valueof the Notes" in thispricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the notes will be partiallypaid back to you in
connection with any repurchases of your notesby JPMS in an amount that will decline to zero over an initial predetermined period.
See "SecondaryMarket Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the value of the notes aspublished by
JPMS (and which may be shown on your customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market pricesof the notes will likely belower than the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structureddebt issuances and,
also, becausesecondarymarket prices may exclude selling commissions, projected hedging profits, if any, and estimatedhedging
costs that are included inthe original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. 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 market factors, which
mayeither offset or magnify each other, aside from theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and the prices of one share of the Reference Stocks. Additionally, independent pricing vendors and/or third party broker-
dealersmay publish a price for the notes, whichmay also be reflected on customer account statements. This price may bedifferent
(higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market.
See "Risk Factors-Risks Relating tothe Estimated Value and Secondary Market Prices of the Notes - Secondary market prices
of the notes will be impacted by many economic and market factors" in the accompanying product supplement.
PS-8| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
The Reference Stocks
All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived frompubliclyavailable
sources, without independent verification. Each Reference Stock is registeredunder the Securities Exchange Act of 1934, as amended,
which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the relevant
exchange for purposes of that Reference Stock in theaccompanying product supplement. Information provided to or filedwith the SEC
by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the table
below, and can be accessed through www.sec.gov. We donot make any representation that these publiclyavailable documents are
accurate or complete. We obtained the closing prices below from the Bloomberg Professional®service ("Bloomberg") without
independent verification.
Reference Stock
Bloomberg
Ticker
Symbol
Relevant Exchange
SEC File Number
Closing Priceon
October 28,
2024
Class A commonstockof Alphabet Inc., par value
$0.001 per share
GOOGL
The NASDAQ Stock
Market
001-37580
$166.72
Common stock of Amazon.com, Inc., par value
$0.01 per share
AMZN
The NASDAQ Stock
Market
000-22513
$188.39
Common stock of Apple Inc., par value$0.00001
per share
AAPL
The NASDAQ Stock
Market
001-36743
$233.40
According to publiclyavailable filings of the relevant Reference Stock issuer with the SEC:
●Alphabet Inc. is a collection of businesses, the largest of which is Google Inc., which (i) offers products and platforms through
whichit generates revenues primarilyby delivering both performance advertising and brand advertising and (ii) provides cloud
services to businesses.
●Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices;
develops and produces mediacontent; offers subscription services, such as Amazon Prime; offers programs that enable
sellers to sell their products initsstores and to fulfill ordersusing Amazon.com, Inc.'sservices; offers developersand
enterprises a set of on-demand technology services, including compute, storage, database, analytics and machine learning
and other service offerings; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch
streamers, skill and app developers and others to publish and sellcontent; and provides advertising services to sellers,
vendors, publishers, authors and others, throughprograms such as sponsored ads, display and video advertising.
●Apple Inc. designs, manufactures and marketssmartphones, personal computers, tablets, wearablesandaccessories and
sells a variety of related services.
PS-9| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Historical Information
The following graphsset forth the historical performance of each Reference Stock based on the weeklyhistorical closing prices of one
share of that Reference StockfromJanuary 4, 2019throughOctober 25, 2024. The closing pricesabove and below may have been
adjusted by Bloomberg for corporateactions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and
bankruptcy.
The historical closing prices of one share of each Reference Stock should not be taken as an indication of future performance, and no
assurance can be given as to the closingprice of one share of any Reference Stockon any Review Date. There can be no assurance
that the performance of the Reference Stocks will result in the return of any of your principal amount or the payment of any interest.
Historical Performance of the Class A Common Stock of Alphabet Inc.
Source: Bloomberg
Historical Performance of Amazon.com, Inc.
Source: Bloomberg
PS-10| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Historical Performance of Apple Inc.
Source: Bloomberg
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 weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated 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 thatthere are other
reasonable treatments that the IRS or a court may adopt, in whichcase the timing and character of any income or loss on the notes
could be materially affected. In addition, in 2007 Treasury and the IRS released anotice 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 theseinstruments to accrue income over the term of their investment. It also asks for commentson a number of related
topics, includingthe 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 materiallyaffect the
taxconsequences of an investment in the notes, possibly with retroactive effect.The discussions above and 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 incometaxconsequencesof an investment in the notes, including
possible alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders - Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Paymentsis 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 onany Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by
an applicable income tax treaty under an "other income" or similar provision. We willnot be required to pay any additional amounts with
respect to amounts withheld. In order toclaiman exemption from, 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.personand is eligible for suchan exemption or
reduction under an applicable tax treaty. If you area Non-U.S. Holder, you should consultyour tax adviser regarding the tax treatment
of the notes, including thepossibility of obtaininga refund of any withholding tax and the certification requirement described above.
PS-11| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scopeof Section 871(m) instruments issued prior toJanuary
1, 2027 that 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 counsel is of the
opinion that Section 871(m) shouldnot apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS,
and the IRS maydisagree with this determination. Section 871(m) iscomplex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. Youshould consult your tax
adviser regarding the potential application of Section871(m) to the notes.
In the event of any withholding on the notes, we will not be required topayany additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of this pricing supplement isequal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the samematurityas the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the notes
does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalue of the notesmaydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any difference may be
based on, among other things, our and our affiliates'view of the funding value of the notesas well asthe higher issuance, operational
and ongoing liabilitymanagement costs of the notesin comparison tothosecosts for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which mayprove to beincorrect,
and is intended to approximate theprevailing market replacement funding rate for the notes. The use of an internal funding rate and
any potential changes to that rate mayhave an adverse effect on theterms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations - The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthe traded market prices of comparable derivative instruments and onvarious
other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes are setbased on market conditions and other relevant factors and assumptionsexisting at that time.
The estimated value of thenotes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsandassumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
future dates, the value of the notes could changesignificantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notesfromyou in secondarymarket transactions.
The estimated value of thenotes is lower than the original issue priceof the notes becausecosts associated with selling, structuring
and hedging the notes are included in the originalissue price of the notes. Thesecostsinclude the sellingcommissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our
obligations entails riskandmay be influenced by market forces beyond our control, thishedging may result in a profit that is more or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notesmay be
allowed to other affiliatedor unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See
"Selected Risk Considerations -The Estimated Value of the NotesIs Lower Than the Original Issue Price (Price to Public) of the
Notes" in thispricing supplement.
PS-12| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
Secondary Market Prices of the Notes
For informationabout factors that will impact any secondarymarket prices of the notes, see "Risk Factors-Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes- Secondary market prices of the notes will be impacted bymany
economic and marketfactors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in theoriginal issue price of the notes will be partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initialpredetermined period. These costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances. Thisinitial predetermined time period is intended to be theshorter of six monthsand one-half of the
stated term of the notes. The length of any such initial period reflects thestructure of the notes, whether our affiliatesexpect to earn a
profit inconnection with our hedging activities, the estimated costs of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations -The Value of the Notes as Published by JPMS (and Which May Be
Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for 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 pricing supplement for an illustration of the risk-return
profile of thenotes and "The Reference Stocks" in this pricing supplement for a description of the market exposure provided by the
notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paidtoJPMS 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 obligationsunder the notes, plus the estimated cost of hedging our obligations under the notes.
Validity of the Notesand the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., whenthe
notes offeredby this pricing supplement have beenissued by JPMorgan Financialpursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions fromJPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the "master note"), and such notes have been delivered against payment as
contemplated herein, suchnotes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
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 dealing and the lack of bad faith),provided that such counsel
expressesno opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicablelaw by limiting the amount of JPMorgan Chase & Co.'sobligationunder the related guarantee.
Thisopinion is given as of thedate hereofand is limited to the laws of the State of New York, the General CorporationLaw of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion issubject tocustomary assumptions about the
trustee's authorization, execution and deliveryof the indenture and its authentication of the master note and thevalidity, binding nature
and enforceability of the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
was filed asan exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. onFebruary 24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplementedby theaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanyingprospectus
addendum and the more detailed information contained in the accompanying product supplement. This pricing supplement, together
with the documents listed below, contains the termsof the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, samplestructures, fact sheets, brochures or other educational materials of ours. You should carefullyconsider, among
other things, the mattersset forth in the "Risk Factors" sections of theaccompanying prospectus supplement and the accompanying
product supplement and in Annex A to the accompanying prospectus addendum, 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 the
notes.
PS-13| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Class A Common Stock ofAlphabet Inc., the Common Stock of
Amazon.com, Inc. and the Common Stock of AppleInc.
You may access these documentson the SEC website atwww.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:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our Central Index Key, orCIK, on the SEC websiteis 1665650,and JPMorgan Chase & Co.'s CIK is19617. Asused in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.