JPMorgan Chase & Co.

10/31/2024 | Press release | Distributed by Public on 10/31/2024 12:51

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, underlying supplement no. 1-Idated April 13,2023, the prospectus and
prospectussupplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$500,000
Auto CallableContingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the S&P 500® Index and
the EURO STOXX 50® Index due November 2, 2027
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 levelof each of the Russell2000® Index, the S&P 500® Index and the EURO STOXX 50® Index, which we refer
to as the Indices, is greater than or equal to 75.00% of its Strike Value, which we refer to as an Interest Barrier.
●The notes will be automatically calledif the closing levelof eachIndex on any Review Date (other than the first, second,
third and final Review Dates) is greater than or equalto its Strike Value.
●The earliest dateon which anautomatic call may be initiated is October 28, 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 Indices. Payments on the notes are linked to the
performance of each of the Indices individually, 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 Index has been determined by reference to theclosing level of that Index on October 28, 2024
and not by reference to theclosing level of that Index on the Pricing Date.
●CUSIP:48135UW71
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 accompanying prospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securitiescommission has approved or disapproved of
the notes or passed upon the accuracy or theadequacyof this pricingsupplement or the accompanying product supplement,
underlying supplement, prospectus supplement,prospectus and prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions(2)
Proceeds to Issuer
Per note
$1,000
$6
$994
Total
$500,000
$3,000
$497,000
(1) See "Supplemental Use of Proceeds"in this pricing supplementforinformation about the components of the price to public ofthe notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent forJPMorgan Financial, will pay allof the sellingcommissions
of $6.00 per $1,000 principal amount noteitreceives from us to other affiliated orunaffiliateddealers.See "PlanofDistribution (Conflictsof
Interest)" in the accompanyingproductsupplement.
The estimated value of the notes, when the terms of the notes were set, was $971.10 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotesarenot bankdeposits, arenot 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 Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices:The Russell 2000® Index (Bloomberg ticker: RTY), the
S&P 500® Index (Bloombergticker: SPX) and the EURO
STOXX 50®Index (Bloomberg ticker: SX5E) (each an "Index"
and collectively, the "Indices")
Contingent Interest Payments:
If the notes have not been automatically called and the closing
level of each Index on any Review Date is greater than or equal
to its Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to $26.50 (equivalent to a
Contingent Interest Rate of 10.60% per annum, payable at a
rate of 2.65% per quarter).
If the closing level of any Index on any Review Date is lessthan
its Interest Barrier, no Contingent Interest Payment will be made
with respect to that Review Date.
Contingent Interest Rate:10.60% per annum, payable at a
rate of 2.65% per quarter
Interest Barrier/Trigger Value: With respect to each Index,
75.00% of its Strike Value, which is 1,683.051for the Russell
2000®Index, 4,367.64 for the S&P 500® Index and 3,727.3725
for the EURO STOXX 50®Index
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, October 28, 2026, January 28, 2027, April28, 2027,
July 28, 2027 and October 28, 2027 (final Review Date)
Interest Payment Dates*:January 31, 2025, May1, 2025, July
31, 2025, October 31, 2025, February 2, 2026, May1, 2026,
July 31, 2026, November 2, 2026, February 2, 2027, May 3,
2027, August 2, 2027 and the Maturity Date
Maturity Date*: November 2,2027
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first,second, third and final
Review Dates), the first Interest Payment Date immediately
following that Review Date
* Subject to postponement in theevent of a market disruption event and
as described under "General Termsof Notes -Postponement of a
Determination Date -Notes Linked toMultiple Underlyings" and
"General Terms of Notes -Postponement of a PaymentDate" inthe
accompanying product supplement or early acceleration in the event of
a change-in-lawevent as described under "General Terms of Notes-
Consequences of a Change-in-Law Event" in the accompanying product
supplement and "Selected Risk Considerations -We May Accelerate
Your Notes If a Change-in-Law Event Occurs" in this pricing supplement
Automatic Call:
If the closing level of each Index on any Review Date (other
than the first, second, third and final Review Dates) isgreater
than or equal to its Strike Value, thenotes will be automatically
called for acash payment, for each $1,000 principal amount
note, equal to (a) $1,000 plus(b) the Contingent Interest
Payment applicable to that Review Date, payable on the
applicable Call Settlement Date. No further payments will be
made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of eachIndex is greaterthan or equal to its Trigger Value,
you will receive acash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review
Date.
If the notes have not been automatically called and the Final
Value of any Index is 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 Index Return)
If the notes have not been automatically called and the Final
Value of any Index is less than its Trigger Value, you will lose
more than 25.00% of your principal amount at maturity and
could loseall of your principal amount at maturity.
Least Performing Index:The Index with the Least Performing
Index Return
Least Performing Index Return:The lowest of the Index
Returns of the Indices
Index Return:With respect to each 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 2,244.068 for the
Russell 2000® Index, 5,823.52 for the S&P 500® Index and
4,969.83 for the EURO STOXX 50® Index. The Strike Value of
each Indexis not the closing level of that Index on the
Pricing Date.
Final Value:With respect to each Index, the closing level of
that Index on the final Review Date
PS-2| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
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
Payments in Connection with the First, Second and Third Review Dates
First, Second and Third Review Dates
Comparethe closing level of each Index to its Interest Barrieron each Review Date.
The closing level of eachIndex isgreater 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 level of any Index 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, Second, Third andFinal Review Dates)
Review Dates(Other than the First, Second, Third and Final Review Dates)
Strike
Value
Compare the closing level of each Index to its Strike Value and its Interest Barrieron each Review Date until the final
Review Date or any earlier automatic call.
The closing level of
each Index 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) $1,000 plus (b) theContingent Interest Payment applicable to that Review
Date.
No further payments will be madeon the notes.
The closing level of
any Index isless
than its Strike
Value.
No
Automatic
Call
The closing level of
each Index 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 level of any
Index is less thanits
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 Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
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 Index isgreater than
or equal to its Trigger Value.
You will receive (a) $1,000plus (b)the
Contingent Interest Payment applicable
to the final Review Date.
Proceed to maturity
The Final Value of any Index is less than its
Trigger Value.
You will receive:
$1,000 + ($1,000 × Least Performing
Index 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 $1,000principal amount note over the termof the
notes based on the Contingent Interest Rate of 10.60% per annum, depending on how many Contingent Interest Payments are made
prior to automatic callor maturity.
Number of Contingent
InterestPayments
Total Contingent Interest
Payments
12
$318.00
11
$291.50
10
$265.00
9
$238.50
8
$212.00
7
$185.50
6
$159.00
5
$132.50
4
$106.00
3
$79.50
2
$53.00
1
$26.50
0
$0.00
Hypothetical Payout Examples
The following examplesillustrate payments on the notes linked to three hypothetical Indices, assuminga range of performances for the
hypothetical Least Performing Index on the Review Dates. Each hypothetical payment set forth belowassumes that the closing
level of each Index that isnot the Least Performing Index 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 PerformingIndex of 100.00;
●an Interest Barrier and a Trigger Value for the Least Performing Indexof 75.00 (equal to 75.00% of its hypothetical Strike
Value); and
●a Contingent Interest Rate of 10.60% per annum (payable at a rateof 2.65% per quarter).
The hypothetical Strike Value of the Least Performing Index of 100.00has been chosen for illustrative purposesonly and does not
represent the actual Strike Value of any Index.
The actual Strike Value of each Index is theclosing level of that Index on the Strike Date and is specified under "Key Terms- Strike
Value" in this pricing supplement. For historical data regarding the actual closing levels of each Index, please see the historical
information set forthunder "The Indices" in this pricing supplement.
Each hypothetical payment set forthbelow is for illustrative purposesonly and maynot be the actual payment applicable to apurchaser
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 Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
Example 1- Notes are automaticallycalled on the fourth Review Date.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
105.00
$26.50
Second Review Date
110.00
$26.50
Third Review Date
110.00
$26.50
Fourth Review Date
105.00
$1,026.50
Total Payment
$1,106.00 (10.60% return)
Because the closing level of each Index on the fourth Review Date is greater than or equal to its Strike Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,026.50 (or $1,000 plusthe Contingent Interest
Payment applicable to the fourth Review Date), payable on the applicable Call Settlement Date. The notesare not automatically
callable before the fourth Review Date, even thoughthe closing level of each Index on each of the first, second and thirdReview Dates
is greaterthan its Strike Value. 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 $1,106.00. 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 Index is
greater than or equal to its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
95.00
$26.50
Second Review Date
85.00
$26.50
Third through Eleventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,026.50
Total Payment
$1,079.50 (7.95% return)
Because the notes have not been automaticallycalled and the Final Value of the Least Performing Index is greater than or equal to its
Trigger Value, the payment at maturity, for each $1,000principal amount note, will be $1,026.50 (or $1,000 plus the Contingent Interest
Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with respect to the prior
Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,079.50.
Example 3- Notes have NOT been automatically called and the Final Value of the Least Performing Index is less
than its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
65.00
$0
Second Review Date
70.00
$0
Third through Eleventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
65.00
$650.00
Total Payment
$650.00 (-35.00% return)
Because the notes have not been automaticallycalled, the Final Value of the Least Performing Indexisless than itsTrigger Value and
the Least Performing Index Return is -35.00%, the payment at maturity will be $650.00 per $1,000 principalamount note, calculated as
follows:
$1,000 + [$1,000 × (-35.00%)] = $650.00
The hypothetical returnsand hypotheticalpayments on the notesshown above apply only 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.
PS-5| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
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 anyIndex
is less than its Trigger Value, you will lose1% of the principal amount of your notes for every 1% that the Final Value of the Least
Performing Index is less than its Strike Value. Accordingly, under these circumstances, you will lose more than 25.00% ofyour
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 thenotes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closing levelof each Index on that Review Date is greater thanor equal to its Interest Barrier. If the closinglevel of any Index
on that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Accordingly, if the closing level of any Index on each Review Date is lessthan its Interest Barrier, you will not receive any interest
payments over the termof 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. were to default on our payment
obligations, you maynot 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 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. tomake 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.
●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 Index, whichmay be significant. You will not participate inany appreciation of any Index.
●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 toyour interests as an investor in the notes. Itispossible that hedging or trading
activities of ours or our affiliates inconnection with thenotescould result in substantial returns for us or our affiliates whilethe
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
●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 any corporate 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. Smallcapitalization companies are less likely to paydividends on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock pricepressure under adverse marketconditions.
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE EURO STOXX 50® INDEX -
The non-U.S. equitysecurities included in the EURO STOXX 50®Index havebeen issued by non-U.S. companies. Investments in
securitieslinked to the value of such non-U.S. equitysecurities involve risks associated with thehome countries and/or the
securitiesmarkets in thehome countries of theissuers of those non-U.S. equitysecurities.Also, with respect to equity securities
that are not listed in the U.S., there is generally less publiclyavailable information about companies insome of thesejurisdictions
than there isabout U.S. companies thatare subject to the reporting requirements of the SEC.
●NO DIRECT EXPOSURE TOFLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE EURO STOXX 50®
INDEX -
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securitiesincluded in the EURO STOXX 50® Indexarebased, although any currency fluctuations couldaffect the
performance of the EURO STOXX 50® Index.
PS-6| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX-
Payments on the notes are not linkedto a basket composed of the Indices and are contingent upon the performance of each
individualIndex. Poor performance by any of the Indices over the termof the notesmay result in the notesnot being automatically
called on a Review Date, maynegatively affect whether you will receive a Contingent Interest Payment on any Interest Payment
Date and your payment at maturityand will not be offset or mitigated bypositive performance byany other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If the Final Value of any Indexis less than its Trigger Value and the noteshave not been automatically called, the benefit provided
by the Trigger Value will terminate and you will be fully exposed to any depreciationof the Least Performing Index.
●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 one year and you will not
receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able
to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate fora similar
level of risk. Even incases where the notes arecalled before maturity, you are not entitled to any fees and commissions described
on the front cover of thispricing supplement.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
●WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS -
Upon the announcement or occurrence of legal or regulatorychanges that the calculation agent determinesare likely to interfere
with your or our ability to transact in or hold the notesor our abilityto hedge or perform ourobligations under the notes, we may, in
our sole andabsolute discretion, accelerate the payment on your notes and pay you an amount determined in good faith and in a
commercially reasonable manner by the calculationagent. If the payment on your notes is accelerated, your investment may result
in a loss and you may not be able to reinvest your moneyin a comparableinvestment. Please see "General Terms of Notes-
Consequences of a Change-in-Law Event" in the accompanying product supplement for more information.
●LACK OF LIQUIDITY-
The notes will not be listedon anysecurities exchange. Accordingly, theprice at which you may be able to tradeyour notes is likely
to depend on the price, if any, at whichJPMS 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 price of the notes. Thesecosts include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes andthe estimated cost of hedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any differencemay
be 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 ongoing liability management costs of the notes in comparison to those costs for theconventional 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 toapproximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and anypotential changes to that ratemay have an adverse effect on the termsof the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the notes will be 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 as published by
JPMS (and which may be shown on your customer account statements).
PS-7| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market pricesof the notes willlikely be lower than the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structureddebt issuances and,
also, becausesecondarymarket prices may exclude sellingcommissions, 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 willingtobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale byyou 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 the selling commissions, projected hedgingprofits, if any, estimated hedging
costs and the levels of the Indices. Additionally, independentpricing vendors and/or third party broker-dealersmay publish a price
for the notes, which mayalso be reflected on customer account statements. This pricemay be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See "Risk Factors -
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes - Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in theaccompanying product supplement.
The Indices
The Russell 2000® Indexconsists of the middle 2,000 companies includedin the Russell 3000ETM Index and, asa result of theindex
calculation methodology, consistsof the smallest 2,000 companies included in the Russell 3000®Index. The Russell 2000®Index is
designed to track the performance of the small capitalizationsegment of the U.S.equity market. For additional information about the
Russell 2000®Index, see "Equity Index Descriptions -TheRussell Indices" in theaccompanying underlyingsupplement.
The S&P 500®Index consistsof stocks of 500 companiesselected to provide aperformance 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 EURO STOXX 50® Index consistsof 50 component stocks of market sector leaders from within the Eurozone. The EURO STOXX
50® Index and STOXX are theintellectual property (includingregistered trademarks) of STOXX Limited, Zurich, Switzerland and/or its
licensors (the "Licensors"), which are used under license. The notes based on the EURO STOXX 50® Index are in no way sponsored,
endorsed, sold or promoted by STOXX Limited andits Licensors and neither STOXX Limited nor anyof its Licensors shall have any
liability with respect thereto. For additional information about the EURO STOXX 50®Index, see "Equity Index Descriptions- The
STOXX Benchmark Indices" in the accompanying underlying supplement.
Historical Information
The following graphs set forththe historical performance of each Index based on the weekly historical closing levels from January4,
2019 through October 25, 2024. The closing level of the Russell 2000® Index on October 29, 2024 was 2,238.089. The closing level of
the S&P 500®Index on October 29, 2024 was 5,832.92. The closing level of the EURO STOXX 50® Indexon October 29, 2024 was
4,950.02. We obtained theclosing levels above and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
The historical closing levels of each Indexshouldnot be taken as an indication of future performance, and no assurance can be given
as to the closing level of any Index onany Review Date. There can be no assurance that the performance of the Indices will result in
the return of any of your principal amount or the payment of any interest.
Historical Performance of the Russell 2000®Index
Source: Bloomberg
PS-8| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
Historical Performance of the S&P 500® Index
Source: Bloomberg
Historical Performance of the EURO STOXX 50® Index
Source: Bloomberg
PS-9| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
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. In determining our reporting responsibilities weintend to treat (i) the notes for U.S. federal income tax purposes 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 alsoasks 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 income tax consequencesof 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 Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at
least if an applicable Form W-8 isprovided), it is expected that withholdingagents 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 applicableincome tax treaty under an "other income" or similar provision. We will not be required to pay any additionalamounts 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. person and is eligible for suchan exemptionor
reduction under an applicable tax treaty. If you area Non-U.S. Holder, you should consultyour taxadviser regarding thetax treatment
of the notes, including thepossibility of obtaininga refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generallyimpose 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 theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scopeof 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 dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, our special taxcounsel is of the
opinion that Section871(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 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 to payany 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 thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityas the notes, valuedusing 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 estimatedvalueof the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any differencemay be
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 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 rateand
any potential changes to that rate mayhave an adverse effect on theterms of the notes and 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 thispricing supplement.
PS-10| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
The value of the derivativeor derivatives underlying the economic terms of thenotes 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 the notes 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 ratemovements 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 notesbecausecosts associated withselling, structuring
and hedging the notes are included in the originalissue price of the notes. These costsinclude 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 bymarket forces beyond our control, this hedging may result in a profit that is more or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notesmay be
allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See
"Selected Risk Considerations -The Estimated Value of the NotesIs 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 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 market factors" 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 to you 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, estimatedhedging costs andour internal secondarymarket funding rates
for structured debt issuances. Thisinitial predetermined time period is intended to be the shorter 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 toearn a
profit inconnection with our hedging activities, the estimated costs of hedging the notesand when these costs are incurred,as
determined by our affiliates. See "Selected Risk Considerations-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 Indices" in thispricing 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 affiliatesexpect to realize for assuming risks inherent
in hedging our obligationsunder the notes, plus the estimated cost of hedging our obligations under the notes.
PS-11| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Russell 2000®Index, theS&P500® Index and the EUROSTOXX50®
Index
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., 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 beendelivered against payment as
contemplated herein, suchnotes will 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 good faith, fair dealing andthe lack ofbad faith),provided that such counsel
expressesno opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicablelaw by limiting the amount of JPMorgan Chase & Co.'sobligationunder the related guarantee.
Thisopinion is given as of thedate hereof and is limited to the laws of the State of New York, the General 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 delivery of the indenture and its authentication of the master note and thevalidity, binding nature
and enforceability of the indenture with respect to the trustee, allasstated 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. on February 24,
2023.
Additional Terms Specific to the Notes
You should read thispricing 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 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 materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. You should carefully consider, among other things, the matters set forthin the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC websiteat www.sec.gov as follows(orif such addresshaschanged,by
reviewing our filings for the relevant dateon the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our Central Index Key, orCIK, ontheSEC websiteis 1665650,and JPMorgan Chase & Co.'sCIK is 19617. As used inthis pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.