JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 13:19
Primary Offering Prospectus - Form 424B2
October 28, 2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-Idated April 13, 2023, underlyingsupplement no. 1-I dated April13, 2023, the prospectus and
prospectussupplement, each dated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorganChase FinancialCompanyLLC
Structured Investments
$1,000,000
Auto Callable Dual Directional Buffered EquityNotes
Linked to the Least Performing of the S&P 500® Index,
the Russell 2000® Index and theNasdaq-100 Index®
due October28, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase& Co.
•The notes aredesigned for investors who seek early exit prior to maturity at apremium if, on the Review Date, the
closing level of each of the S&P 500® Index, the Russell 2000® Indexand the Nasdaq-100 Index®, which we refer to as
the Indices, is at or aboveits Call Value.
•The date on which an automatic call may be initiated isJanuary 27, 2025.
•The notes arealso designed for investors who seekan unleveraged exposure toany appreciation, or a capped,
unleveraged return equal to the absolutevalue of any depreciation (up to the Buffer Amount of 20.00%), of the least
performing of the Indices at maturity, if the noteshave not been automaticallycalled.
•Investors should be willing to forgointerest anddividend payments and bewilling to lose up to80.00% of their principal
amount at maturity.
•The notes areunsecuredand unsubordinated obligations of JPMorgan 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 onthe notes are not linked to abasket composed of theIndices. Payments on the notes arelinked to the
performance of each of the Indices individually, as described below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes priced on October 28, 2024(the "Pricing Date") and are expected to settle on oraboutOctober 31, 2024.The
Strike Value of each Indexhas been determined by reference to theclosing level of that Index on October 25,
2024 and not by reference to the closing level of that Index on the Pricing Date.
•CUSIP: 48135UE22
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-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securitiescommission hasapproved or disapproved
of the notes or passed upon the accuracyor the adequacy of this pricing supplement or theaccompanying product supplement,
underlying supplement, prospectus supplement, prospectusand prospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$5
$995
Total
$1,000,000
$5,000
$995,000
(1)See"Supplemental Use ofProceeds"in this pricingsupplementfor informationabout the components ofthe price to public ofthe
notes.
(2) J.P.Morgan SecuritiesLLC, which werefer to as JPMS,actingas agent forJPMorgan Financial, will pay allof the selling
commissions of $5.00 per$1,000 principal amount note it receives from us toother affiliated or unaffiliated dealers.See "Plan of
Distribution (Conflictsof Interest)"in theaccompanyingproduct supplement.
The estimated value of the notes, when the terms of thenotes were set,was $983.30 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in this pricing supplement for additional information.
The notes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Auto CallableDual DirectionalBuffered Return EnhancedNotes Linked to
the LeastPerforming of the S&P 500® Index,the Russell 2000®Index and
the Nasdaq-100 Index®
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The S&P 500® Index(Bloomberg ticker: SPX), the
Russell 2000® Index (Bloomberg ticker: RTY) and the Nasdaq-
100 Index® (Bloomberg ticker: NDX)
Call Premium Amount:$90.00 per $1,000 principal amount note
Call Value:With respect to each Index, 100.00% of its Strike
Value
Buffer Amount: 20.00%
Strike Date: October 25, 2024
Pricing Date:October 28, 2024
Original Issue Date (Settlement Date): On or about October 31,
2024
Review Date*:January27, 2025
Call Settlement Date*:January 30, 2025
Observation Date*: October 25, 2027
Maturity Date*:October 28, 2027
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes-
Postponement of a Determination Date -Notes Linked to
Multiple Underlyings"and"General Terms of Notes-
Postponement of a Payment Date" in the accompanying product
supplement
Automatic Call:
If the closing level ofeach Index on the Review Date is greater
than or equal to its Call Value, the notes will be automaticallycalled
for acash payment, for each $1,000 principal amount note, equal
to (a) $1,000plus (b) the Call Premium Amount, payableon the
Call Settlement Date. No further payments willbe made onthe
notes.
If the notes are automatically called, you will not benefit fromthe
feature that provides you with a returnat maturityequal to the
Least Performing Index Return if the Final Value of each Index is
greater than itsStrike Value or the absolute return feature that
appliesto the payment at maturityif the Final Value ofat least one
Index is less than or equal to its Strike Value but the Final Value of
each Indexis not less than its Strike Value by more than the Buffer
Amount. Because these features do not apply to the payment
upon an automaticcall, the payment upon an automatic callmay
be significantly less than the payment at maturity for the same level
of change inthe Least Performing Index.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
of each Index is greater than itsStrike Value, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:$1,000 + ($1,000 × Least Performing Index Return)
If the notes have not been automatically called and (i) the Final
Value of one or more Indicesis greater than itsStrike Value and
the Final Value of the other Index or Indicesis equal to its Strike
Value or is less than itsStrikeValuebyup to the Buffer Amount or
(ii) the Final Valueof each Index is equal to its Strike Value or is
less than its Strike Value by up to the Buffer Amount, your payment
at maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Absolute Index Return of the Least Performing
Index)
Thispayout formula results inan effective cap of 20.00% on your
return at maturity if the Least Performing Index Return is negative.
Under these limited circumstances, your maximum payment at
maturityis$1,200.00 per $1,000 principal amount note.
If the notes have not been automatically called and the Final Value
of any Index is less than its Strike Value by more than the Buffer
Amount, your payment at maturityper $1,000 principal amount
note will be calculated as follows:
$1,000 + [$1,000 × (Least Performing Index Return + Buffer
Amount)]
If the notes have not been automatically called and the Final Value
of any Index is less than its Strike Value by more than theBuffer
Amount, you will lose some or most of your principal amount at
maturity.
Absolute IndexReturn: Withrespect to each Index, the absolute
value of its Index Return. For example, if the IndexReturn of an
Index is -5%, its AbsoluteIndex Return will equal 5%.
Least Performing Index: TheIndexwith theLeast Performing
Index Return
Least Performing IndexReturn: The lowest of the Index Returns
of the Indices
Index Return: With respect toeach Index,
(Final Value- Strike Value)
Strike Value
Strike Value: With respect to each Index, the closing level of that
Index on the Strike Date, which was 5,808.12for the S&P 500®
Index, 2,207.995 for the Russell 2000® Index and 20,352.02for the
Nasdaq-100 Index®. The Strike Value of each Index is not the
closing level of that Index on the Pricing Date.
Final Value: With respect toeach Index, the closing level of that
Index on the Observation Date
PS-2 | Structured Investments
Auto CallableDual DirectionalBuffered Return EnhancedNotes Linked to
the LeastPerforming of the S&P 500® Index,the Russell 2000®Index and
the Nasdaq-100 Index®
Supplemental Terms of the Notes
Any valuesof the Indices, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricingsupplement and the correspondingterms of the notes.Notwithstanding
anything to thecontrary inthe indenture governing the notes, that amendment willbecome effective without consent of the holders of
the notes or anyother party.
Hypothetical Payout Profile
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notes are automaticallycalledis $90.00.
Thenotes will beautomaticallycalled ontheCall Settlement Date and you will receive (a)
$1,000 plus (b) the Call PremiumAmount.
No further payments will be made on the notes.
Compare the closinglevel of eachIndexto its Call Valueon theReviewDate.
ReviewDate
AutomaticCall
Theclosinglevel of each
Indexis greaterthanor
equal to its Call Value.
Theclosinglevel of any
Indexis lessthanits
Call Value.
Call
Value
Thenotes will not be automaticallycalled.Proceed to the ObservationDate.
No Automatic Call
ReviewDate
You will receive:
$1,000 + ($1,000 × Least Performing
IndexReturn)
Thenotes have not
been automatically
called. Proceed to the
payment at maturity.
Observation DatePayment atMaturity
TheFinal Valueof eachIndexisgreaterthan its
Strike Value.
You will receive:
$1,000 + [$1,000 × (Least Performing
IndexReturn + BufferAmount)]
Under thesecircumstances, you will
lose some or most of your principal
amount at maturity.
(i)The Final Valueof one ormore Indices is greater
thanits Strike Value andthe Final Value of theother
Indexor Indices is equal toits Strike Valueor is less
thanits Strike Value byup to the BufferAmount or
(ii)theFinal Valueof eachIndexis equal toits Strike
Value or is less thanits Strike Valuebyupto the
Buffer Amount.
TheFinal Valueof anyIndexis less than its Strike
Value bymore thanthe BufferAmount.
You will receive:
$1,000 + ($1,000 × Absolute Index
Returnof theLeast Performing Index)
PS-3 | Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
Payment at MaturityIf the Notes Have Not Been Automatically Called
The following table illustratesthe hypothetical total return and payment at maturity on the noteslinked to threehypothetical Indicesif
the notes have not been automaticallycalled. The "total return" as usedinthis pricing supplementis the number, expressedas a
percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total
returns and paymentsset forth below assume the following:
•the notes have not been automaticallycalled;
•a Strike Value for the Least Performing Index of 100.00; and
•a Buffer Amount of 20.00%.
The hypotheticalStrike Valueof the Least Performing Indexof 100.00 has been chosen for illustrative purposesonly and does not
represent the actual Strike Value of any Index. The actual Strike Value of each Indexisthe closing level of thatIndex on the Strike
Date and is specified under "Key Terms-Strike Value" in thispricing supplement. For historical data regarding the actual closing
levelsof each Index, pleasesee the historical information set forthunder "The Indices" in thispricingsupplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearing in the followingtable have
been rounded for ease of analysis.
Final Value of the Least
Performing Index
Least Performing Index
Return
Absolute Index Return of
the Least Performing Index
Total Returnon the
Notes
Payment at Maturity
165.00
65.00%
N/A
65.00%
$1,650.00
150.00
50.00%
N/A
50.00%
$1,500.00
140.00
40.00%
N/A
40.00%
$1,400.00
130.00
30.00%
N/A
30.00%
$1,300.00
120.00
20.00%
N/A
20.00%
$1,200.00
110.00
10.00%
N/A
10.00%
$1,100.00
105.00
5.00%
N/A
5.00%
$1,050.00
101.00
1.00%
N/A
1.00%
$1,010.00
100.00
0.00%
0.00%
0.00%
$1,000.00
95.00
-5.00%
5.00%
5.00%
$1,050.00
90.00
-10.00%
10.00%
10.00%
$1,100.00
80.00
-20.00%
20.00%
20.00%
$1,200.00
70.00
-30.00%
N/A
-10.00%
$900.00
60.00
-40.00%
N/A
-20.00%
$800.00
50.00
-50.00%
N/A
-30.00%
$700.00
40.00
-60.00%
N/A
-40.00%
$600.00
30.00
-70.00%
N/A
-50.00%
$500.00
20.00
-80.00%
N/A
-60.00%
$400.00
10.00
-90.00%
N/A
-70.00%
$300.00
0.00
-100.00%
N/A
-80.00%
$200.00
PS-4 | Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
How the Notes Work
Upside Scenario If Automatic Call:
If the closing level of each Index on the Review Date is greater than or equal to its Call Value, the notes willbe automatically called and
investors will receive on the Call Settlement Date the$1,000 principal amount plus the Call Premium Amount of $90.00.No further
payments will be made on thenotes.
•If the closing level oftheleast performing of the Indicesincreases20.00% as of the Review Date, the notes will be automatically
called and investorswill receive a return equal to9.00%, or $1,090.00 per $1,000 principalamount note.
Least Performing Index Appreciation UpsideScenario If No Automatic Call:
If thenotes have not been automatically called andthe Final Valueof each Indexis greater than its StrikeValue, investors will receive
at maturity the $1,000 principal amount plus areturn equal tothe Least Performing Index Return.
•If the notes have not been automatically called and the closing level of theLeast Performing Index increases 5.00%, investors will
receive at maturity a return equal to 5.00%, or $1,050.00 per $1,000 principal amount note.
Least Performing Index Par or Index Depreciation Upside Scenario If No AutomaticCall:
If the notes have not been automatically called and (i) the Final Value of one or more Indices is greater than itsStrike Value and the
Final Value of the other Index or Indices is equal to itsStrikeValue or is less than itsStrikeValue byup to the Buffer Amount of 20.00%
or (ii) the Final Value of each Indexis equal toits Strike Value or is less thanits Strike Value byup to the Buffer Amount of 20.00%,
investors will receive at maturity the $1,000 principal amount plus a return equal to the Absolute Index Return of the Least Performing
Index.
•For example, if theclosing level of the Least PerformingIndex declines 5.00%, investors will receive at maturitya return equal to
5.00%, or $1,050.00 per $1,000 principal amount note.
Downside Scenario:
If thenotes have not been automatically called andthe FinalValue of any Index is less than its Strike Value by more than the Buffer
Amount of 20.00%, investorswill lose 1% of the principal amount of their notes for every 1% that the Final Value of theLeast
Performing Indexis less than itsStrike Value by more than the Buffer Amount.
•For example, if the notes have not been automatically called and the closing levelof the Least Performing Indexdeclines60.00%,
investorswill lose 40.00% of their principal amount and receive only $600.00 per $1,000 principal amount note at maturity,
calculatedas follows:
$1,000 + [$1,000 × (-60.00% +20.00%)] = $600.00
The hypothetical returns and hypothetical payments on the notes shown above apply onlyif you hold the notes for their entire term
or until automatically called.These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondarymarket. If these fees and expenses were included, thehypothetical 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 supplementand product 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 been automatically called and the Final Value ofany
Indexis lessthan itsStrike Value by more than 20.00%, youwill lose 1% of the principal amount of your notes for every 1% that
the Final Valueof the Least PerformingIndexis less thanits Strike Value by more than 20.00%. Accordingly, under these
circumstances, you will lose up to 80.00% of your principal amount at maturity.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BUFFER AMOUNT IF THE LEAST PERFORMING INDEX
RETURN IS NEGATIVE AND THE NOTES HAVE NOT BEEN AUTOMATICALLY CALLED -
Assuming the notes have not beenautomatically called, because the payment at maturitywillnot reflect the Absolute Index Return
of the Least Performing Index if itsFinal Value is less than itsStrike Value by more than the Buffer Amount, the Buffer Amount is
PS-5 | Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
effectively a caponyour return at maturityif the Least Performing Index Return is negative.Assuming the notes have not been
automaticallycalled, the maximumpayment at maturity if the Least Performing Index Return isnegative is $1,200.00 per $1,000
principal amount note.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were todefault on our payment
obligations, you may not receive any amounts owed toyouunder 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 thecollection of intercompany obligations. Aside from the initial capitalcontribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loansmade 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
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase& Co. does not make payments tous and we are unable to make
payments on the notes, you may have toseek payment under the related guarantee byJPMorgan Chase & Co., and that
guarantee will rank pari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciationof any Index, which may besignificant. In addition, if the notes are automaticallycalled, you willnot
benefit from the feature that providesyou with a returnat maturityequal to the Least Performing IndexReturn if the Final Value of
each Indexis greater than its Strike Value or the absolute return feature that applies to the payment at maturity if the Final Value of
at least oneIndex is less thanor equal to its Strike Value butthe Final Value of each Index is notless than its Strike Value by more
than the Buffer Amount. Because these features do not apply to the payment upon an automatic call, the payment upon an
automatic call may be significantlyless than the payment at maturityfor the same level of change in the Least Performing Index.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments on the notes are not linked to abasket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by any of the Indices over the term of thenotesmay result in the notesnot being automatically
called on the Review Date, may negatively affect your payment at maturity and will not be offset or mitigated bypositive
performance byany other Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT-
If your notes are automaticallycalled, the term of the notes may be reduced to asshort asapproximatelythree months. There is
no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable returnfor a similar
level of risk.Even in cases where the notes are called before maturity, you are not entitled to any fees andcommissions described
on the front cover of thispricing supplement.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•LACK OF LIQUIDITY -
The notes will not belisted onanysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy the notes. You may notbe able to sellyour notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
PS-6 | Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliates play avarietyof roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economicinterests are potentially adverse to your interests as an investor in the notes. It ispossiblethat hedging or trading
activities of ours or our affiliates in connection with the notescould result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to"Risk Factors-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 notesare
included in the original issue price of the notes. These costs include the selling commissions,the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligationsunder the notesand the estimated cost of hedging
our obligationsunder 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"TheEstimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TOAN INTERNAL FUNDING RATE-
The internal funding rate usedin the determinationof the estimated value of the notesmay differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedby JPMorgan Chase & Co. or its affiliates. Any differencemay
be based on, amongother things, our and ouraffiliates' view of thefunding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rateand any potentialchanges tothatrate may havean adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "TheEstimated Valueof the Notes" in this pricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ONCUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back toyou in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See"Secondary Market Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during thisinitial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket pricesof the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions,projected hedging profits, if any, and estimatedhedging
costs that are included in the original issue price of the notes.As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Any sale by you prior to
the Maturity Datecould result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BEIMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefromthe selling commissions,projected hedging profits, if any, estimatedhedging
costs and the levelsof the Indices.Additionally, independent pricingvendors and/or third party broker-dealers may publish a price
for the notes, which may alsobe reflected on customer account statements. This price may be different (higher or lower)than the
PS-7 | Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See "Risk Factors-
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes -Secondarymarket prices of the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Indices
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the S&P 500®Index.
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000®INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies.Small capitalization companies are less likely to pay dividends ontheir stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
Some of the equitysecurities included in the Nasdaq-100 Index® have been issued by non-U.S. companies. Investmentsin
securities linked to thevalue of such non-U.S. equitysecurities involve risks associated with thehome countries of the issuersof
those non-U.S. equity securities.
PS-8 | Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
The Indices
The S&P 500® Index consistsof stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions- The S&P U.S. Indices" in the accompanying
underlying supplement.
The Russell 2000® Index consistsof the middle 2,000 companies included in the Russell 3000E™ Index and, as a result of the index
calculation methodology, consistsof the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000® Index is
designed to track the performanceof the small capitalizationsegment of the U.S. equitymarket.For additional information about the
Russell 2000® Index, see"Equity Index Descriptions-The Russell Indices" in the accompanying underlying supplement.
The Nasdaq-100 Index®isa modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additional information about the Nasdaq-100 Index®, see "Equity Index
Descriptions- The Nasdaq-100 Index®" in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levelsfromJanuary 4,
2019 through October 25, 2024.The closing level of the S&P 500® Index on October 28, 2024 was 5,823.52. Theclosing level of the
Russell 2000® Indexon October 28, 2024was2,244.068. The closinglevelof the Nasdaq-100 Index® on October 28, 2024 was
20,351.07.We obtained the closing levelsabove and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
The historical closing levels of each Index shouldnot be taken asan indication of future performance, and noassurance can be given
as to the closing level ofanyIndex on the Review Date or the Observation Date. There can be no assurance that the performance of
the Indices will result in the return of any of your principalamount in excess of $200.00 per $1,000 principal amount note, subject to the
credit risks of JPMorgan Financial and JPMorgan Chase & Co.
PS-9 | Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read incombination withthat section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the materialU.S. federal incometax consequences of owning and disposing of notes.
Basedon current market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, asmorefully described in "Material U.S. Federal Income Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assuming this treatment is respected, the gainor loss on your notes should be treated asshort-
termcapitalgain or loss unless you hold your notes for more than a year, in which case the gain or loss should be long-term capital
gain or loss, whether or not you are an initial purchaser of notes at the issue price. However, the IRS or a court may not respect this
treatment, in which case the timing and character of any income or loss on the notes could be materially and adverselyaffected. In
addition, in 2007 Treasuryand the IRS released a notice requesting comments on the U.S. federal income taxtreatment of "prepaid
forwardcontracts" and similar instruments. The notice focuses in particular on whether to require investors inthese instruments to
accrue income overthe term of their investment. It also asks for comments on a number ofrelated topics, including the character of
income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the
instruments are linked; the degree, if any, to which income (including anymandated accruals) realized bynon-U.S. investors should be
PS-10| Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" regime, whichvery
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requestscomments on appropriatetransition rulesand effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issues couldmaterially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal incometax consequences of an
investment in the notes, including possible alternative treatmentsand theissues presentedby thisnotice.
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 instrumentslinked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes from the 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 pay U.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinationsmade by us, our special taxcounselisof the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders.Our determination is not binding on the
IRS, and the IRS may disagree with this determination.Section 871(m) is complex and itsapplication may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of the values of the following
hypothetical components: (1) a fixed-income debt component withthe same maturityas 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 tobuy your notes in any secondarymarket (if anyexists) at
any time. The internal funding rate used in thedetermination of the estimated value of the notesmay differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, whichmay prove
to be incorrect, and is intended to approximatethe prevailing market replacement funding rate for the notes. 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 any secondary market
prices of the notes. For additionalinformation, see "Selected Risk Considerations- Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes-The Estimated Value of the NotesIs Derived byReference to anInternal Funding Rate" in this
pricing supplement.
The value of thederivative 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 instrumentsand 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 future market events and/or environments. Accordingly, the estimatedvalue of thenotes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes doesnot represent future values of the notes andmay differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notescouldchange significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willingto buy notesfromyou in secondarymarket transactions.
The estimated value of the notes is lowerthan the original issue price of the notes because costs associatedwith selling, structuring
and hedging the notes are included in the original issueprice of the notes.These costsinclude the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes and the estimated cost of hedging our obligationsunder thenotes.Because hedging our
obligations entails riskand may beinfluenced by market forces beyond our control, this hedging may result in a profit that ismore or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedgingour obligations under the notes may be
PS-11| Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
allowed to other affiliatedor unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.See
"Selected Risk Considerations - Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes-The Estimated
Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes"in thispricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes- Secondary market prices of the notes will beimpactedby many
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue priceof the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initialpredetermined period.These costscan includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes.The lengthof any such initial period reflects the structure of the notes, whether our affiliates expect 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
of the Notes-The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Thanthe Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile and market exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in thispricing supplement for an illustration of the risk-returnprofile
of the notes and"The Indices"in thispricing supplement for a description of themarket exposure provided by the notes.
The originalissue price of the notes is equal to the estimated value of the notesplus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus(minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus 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, as special products counsel to JPMorgan Financial andJPMorgan Chase & Co., whenthe
notesoffered by this pricing supplement have beenissued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents suchnotes (the "master note"), and such notes have beendelivered against payment as
contemplated herein, such noteswill be valid and binding obligations of JPMorgan Financial and the related guarantee will constitutea
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicablebankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof goodfaith, fair dealing and thelack ofbad faith),provided that such counsel
expresses no opinionas to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicablelaw by limiting the amount of JPMorgan Chase & Co.'sobligation under the related guarantee.
Thisopinion is given as of thedate hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and deliveryof the indenture andits authentication of the master note and the validity, binding nature
and enforceabilityof the indenture with respect to the trustee, allas stated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplementedby the accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part,the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement.This pricing supplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materials includingpreliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, sample structures, fact sheets, brochures or other educational materialsof
PS-12| Structured Investments
Auto CallableDual DirectionalBuffered Return Enhanced Notes Linked to
the LeastPerformingof the S&P 500® Index,theRussell 2000®Index and
the Nasdaq-100 Index®
ours. You should carefullyconsider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment,legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for therelevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum dated June 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.