JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 08:06
Primary Offering Prospectus - Form 424B2
October 30, 2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to productsupplement no.4-Idated April 13, 2023, underlyingsupplement no. 1-I dated April13,2023,
the prospectus and prospectussupplement,eachdated April 13, 2023, andthe prospectus addendumdatedJune 3,2024
JPMorganChase Financial Company LLC
Structured Investments
$1,190,000
Auto Callable Contingent Interest Notes Linked to the Least
Performingof the S&P 500®Index, the Nasdaq-100 Index®
and the Russell 2000®Indexdue May 1, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
•The notes aredesigned for investors who seek a Contingent Interest Payment with respect to each Review Date for
whichtheclosing level of each of the S&P 500®Index, theNasdaq-100 Index® and the Russell 2000® Index, which we
refer to asthe Indices, is greater than or equal to 70.00% of its Strike Value, which we refer to as an Interest Barrier.
•The noteswill be automatically calledif theclosing levelof each Indexon any Review Date (other than thefirst, second
and final Review Dates) is greater than or equal to its StrikeValue.
•The earliest date on which an automatic call may be initiated isJanuary28, 2025.
•Investorsshould be willing toaccept the riskof losing some or all of their principal and the risk that no Contingent Interest
Payment may be made with respect tosomeor all Review Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
•The notes areunsecured and unsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments onthenotes are not linked to abasket composed of theIndices.Payments on the notesare linkedto the
performance of each of theIndices individually, as described below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes priced on October 30, 2024(the "Pricing Date") and are expected to settleon orabout November 4, 2024. The
Strike Value of each Index has been determined by reference to the closing level of that Index on October 28,
2024 and not by reference to the closing level of that Index on the Pricing Date.
•CUSIP: 48135UX62
Investing in thenotes involves a number of risks.See "Risk Factors"beginning on page S-2 of the accompanying
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 accuracyor the adequacy of this pricing supplement or theaccompanying product supplement,
underlying supplement, prospectus supplement,prospectus and prospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Fees and Commissions(2)
Proceeds to Issuer
Per note
$1,000
$2
$998
Total
$1,190,000
$2,380
$1,187,620
(1) See "Supplemental Use ofProceeds" in this pricingsupplement for informationabout the components of the price to public of the
notes.
(2)J.P. MorganSecuritiesLLC, which we refer toas JPMS, acting as agentfor JPMorgan Financial, will payall of theselling
commissions of $2.00per $1,000principal amount note it receivesfrom us toother affiliated orunaffiliated dealers.See"Plan of
Distribution (Conflicts of Interest)"in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set,was $984.60 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in thispricingsupplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporationor any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly ownedfinance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: TheS&P 500®Index(Bloombergticker: SPX), the
Nasdaq-100 Index® (Bloomberg ticker: NDX) and the Russell
2000®Index (Bloomberg ticker: RTY)
Contingent InterestPayments:If the notes have not been
automatically called and theclosing level of each Index on any
Review Date is greater than or equal to its Interest Barrier, you
will receiveon the applicableInterest Payment Date for each
$1,000 principal amount note a Contingent Interest Payment
equal to $8.8333 (equivalent to a Contingent Interest Rate of
10.60% per annum, payable at a rate of 0.88333% per month).
If the closing level ofanyIndex on any Review Date is less than
its Interest Barrier, no Contingent Interest Payment will be made
with respect to that Review Date.
Contingent InterestRate:10.60% per annum, payable at a
rate of 0.88333% per month
Interest Barrier / Trigger Value:With respect to each Index,
70.00% of its Strike Value, which is 4,076.464for the S&P 500®
Index, 14,245.749 for the Nasdaq-100 Index® and 1,570.8476
for the Russell 2000® Index
Strike Date: October 28, 2024
Pricing Date:October 30, 2024
Original Issue Date (Settlement Date): On or about November
4, 2024
Review Dates*: November 29, 2024, December 30, 2024,
January28, 2025, February 28, 2025, March 28, 2025, April 28,
2025, May 28, 2025, June 30, 2025, July28, 2025, August 28,
2025, September 29, 2025, October 28, 2025, November 28,
2025, December 29, 2025, January 28, 2026, March 2, 2026,
March 30, 2026 and April 28, 2026(final Review Date)
Interest Payment Dates*:December 4, 2024, January 3, 2025,
January31, 2025, March 5, 2025, April 2, 2025, May 1, 2025,
June 2, 2025, July3, 2025, July 31, 2025, September 3, 2025,
October 2, 2025, October 31, 2025, December 3, 2025, January
2, 2026, February 2, 2026, March 5, 2026, April 2, 2026and the
Maturity Date
Maturity Date*: May 1, 2026
Call Settlement Date*: If thenotes are automatically calledon
any Review Date (other than the first, second and final Review
Dates), the first Interest Payment Date immediately following
that Review Date
* Subject to postponement in theevent of amarket disruptionevent
and as described under"General Termsof Notes-Postponement
of a Determination Date - NotesLinked toMultipleUnderlyings"
and "General Terms of Notes-Postponement ofaPaymentDate"
in theaccompanying productsupplement
Automatic Call:
If the closing levelof each Indexon any Review Date (other
than the first, second and finalReview Dates) is greater than or
equal toitsStrike Value, the notes will be automatically called
for a cash payment, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b) the Contingent Interest Payment
applicable to that Review Date, payable on theapplicable 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 each Index is greaterthan or equal to itsTrigger Value,
you will receive acash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000plus (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 Indexis 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 calledand the Final
Value of any Indexis less than its Trigger Value, you will lose
more than 30.00% of your principal amount at maturity and
could loseallof your principal amount atmaturity.
Least Performing Index: The Index with the Least Performing
Index Return
Least PerformingIndexReturn:The lowestof theIndex
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value -Strike Value)
Strike Value
Strike Value: With respect to eachIndex, the closing levelof
that Index on the Strike Date, which was 5,823.52for the S&P
500® Index, 20,351.07for theNasdaq-100 Index®and
2,244.068 for the Russell 2000® Index. The Strike Value of
each Index isnot theclosing level of that Index on the
Pricing Date.
Final Value: With respect to eachIndex, the closing level of
that Index on the final Review Date
PS-2| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®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 corresponding terms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment willbecomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payments in Connection with theFirst and Second Review Dates
Payments in Connectionwith Review Dates (Other than the First, Second and Final Review Dates)
Theclosing level of each Indexis greaterthan or
equaltoits Interest Barrier.
Theclosing level of anyIndexis less than its Interest
Barrier.
First and Second Review Dates
Comparethe closing level of eachIndextoits Interest Barrieron each ReviewDate.
You will receive a Contingent Interest Payment onthe
applicable Interest Payment Date.
Proceedto the next ReviewDate.
No Contingent Interest Payment will be made with respect to
the applicable ReviewDate.
Proceedto the next ReviewDate.
Thenotes will be automaticallycalled onthe applicable Call Settlement Dateandyouwill
receive (a)$1,000 plus (b) the Contingent Interest Payment applicable to that ReviewDate.
No further payments will bemadeon the notes.
ReviewDates (Other than the First,Second and Final ReviewDates)
AutomaticCall
Theclosing level of each
Indexis greater thanor
equal toits Strike Value.
Theclosing level of any
Indexis less than its
Strike Value.
Strike
Value You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceedto the next ReviewDate.
The closing levelof each
Indexis greater thanor
equal toits Interest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceedto the next ReviewDate.
The closing levelof any
Indexis less thanits Interest
Barrier.
Comparethe closing level of eachIndexto its Strike Value and its Interest Barrieron each ReviewDate until the final Review
Dateor anyearlierautomatic call.
PS-3| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
Payment at MaturityIf the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The table below illustrates the hypotheticaltotal Contingent Interest Payments per $1,000 principal amount note over the termof the
notes basedonthe Contingent Interest Rate of10.60% per annum, depending on how many Contingent Interest Payments are made
prior to automatic callor maturity.
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
18
$159.0000
17
$150.1667
16
$141.3333
15
$132.5000
14
$123.6667
13
$114.8333
12
$106.0000
11
$97.1667
10
$88.3333
9
$79.5000
8
$70.6667
7
$61.8333
6
$53.0000
5
$44.1667
4
$35.3333
3
$26.5000
2
$17.6667
1
$8.8333
0
$0.0000
Hypothetical Payout Examples
The followingexamples illustratepayments on thenotes linked to threehypothetical Indices, assuming a range of performances for the
hypothetical Least PerformingIndexon the Review Dates. Each hypothetical payment set forth belowassumes that theclosing
levelof each Index that is not theLeast Performing Indexon each Review Date is greater than or equal to its Strike Value (and
therefore its Interest Barrier andTrigger Value).
In addition, thehypothetical payments set forth below assumethe following:
•a Strike Value for the Least PerformingIndex of 100.00;
•an Interest Barrier and a Trigger Valuefor theLeast PerformingIndexof 70.00 (equal to 70.00% of its hypothetical StrikeValue);
and
Review DatesPrecedingthe
Final Review Date
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment
applicable to thefinal ReviewDate.
Thenotes arenot
automaticallycalled.
Proceedto maturity
Final ReviewDate
Payment at Maturity
TheFinal Value of each Indexis greater than or
equal toits Trigger Value.
You will receive:
$1,000 + ($1,000× Least Performing
IndexReturn)
Under thesecircumstances, you will
lose some orall of your principal
amount at maturity.
TheFinal Value of anyIndexis lessthanits
Trigger Value.
PS-4| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
•a Contingent Interest Rate of 10.60% per annum.
Thehypothetical Strike Valueof the Least Performing Index of 100.00has been chosen for illustrative purposes only and does not
represent the actual Strike Value of any Index.The actual Strike Value of each Indexistheclosing level of that Index on the Strike
Date and is specified under "Key Terms-Strike Value" in this pricing supplement.For historical data regarding theactual closing
levels of eachIndex, pleasesee the historical information set forth under "The Indices"in thispricingsupplement.
Each hypothetical payment set forthbelow isfor illustrative purposesonly and may not be the actual payment applicable to a purchaser
of the notes.The numbers appearing in the following exampleshave been rounded for ease of analysis.
Example 1- Notes are automatically called on the third Review Date.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
105.00
$8.8333
Second Review Date
110.00
$8.8333
Third Review Date
115.00
$1,008.8333
Total Payment
$1,026.50 (2.65% return)
Because the closing level of eachIndex on thethird Review Date is greater than or equal to its Strike Value, thenotes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,008.8333 (or $1,000 plus the Contingent Interest
Payment applicable to the third Review Date), payable on the applicable Call Settlement Date. The notes are not automatically callable
before the thirdReview Date, even though the closing level of each Index oneach ofthe first and second Review Dates is greater than
itsStrike Value. When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount
paid, for each $1,000principal amount note, is$1,026.50. No further payments will be made on the notes.
Example2 - Notes have NOT been automatically called and the Final Value of the Least PerformingIndex isgreater than or
equal to itsTrigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
95.00
$8.8333
Second Review Date
85.00
$8.8333
Third through Seventeenth
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,008.8333
Total Payment
$1,026.50 (2.65% return)
Because the notes have not been automatically called and theFinal Valueof the Least Performing Indexisgreater than or equal to its
Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be$1,008.8333 (or $1,000 plus the Contingent
Interest Payment applicable to the final Review Date).When added to theContingent Interest Payments received with respect tothe
prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,026.50.
PS-5| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
Example3 -Notes have NOT been automatically called and theFinal Value of the Least Performing Index is less than its
Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
30.00
$0
Second Review Date
35.00
$0
Third through Seventeenth
Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Valueof theLeast Performing Indexisless than itsTrigger Value and
the Least Performing Index Return is -60.00%, the payment at maturity will be $400.00per $1,000 principalamount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
The hypothetical returnsand hypothetical payments on thenotesshown above apply only if you hold thenotesfor their entireterm
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would be associated with any sale in the
secondarymarket.If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybelower.
Selected Risk Considerations
An investment in thenotesinvolves significant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanyingprospectus supplement and 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
Index is lessthan its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Least Performing Index is less than itsStrike Value. Accordingly, under these circumstances, you willlose more than 30.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If the notes have not been automatically called, we willmake 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 theclosing levelof 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 andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythemarket 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 to you under the notes and you could lose your entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution 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
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notesas they come due. If JPMorgan Chase & Co. does not make payments tous and we are unable to make
PS-6| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
payments on the notes, you may have to seek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see theaccompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciationof any Index, whichmay besignificant. You will not participate in any appreciation of any Index.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthenotes are not linked to abasket composed of theIndices and are contingent upon the performance of each
individualIndex. Poor performance by any of the Indices over the term of the notes may result in the notesnot being automatically
called on a Review Date, may negativelyaffect whether youwill receive aContingent Interest Payment on any Interest Payment
Date and your payment at maturityand will not be offset or mitigated by positive 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 Valueof any Indexis less than its Trigger Value and the noteshave not been automatically called, the benefit provided
by the Trigger Value will terminate and youwillbe fully exposed to any depreciation of 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 as short as approximately threemonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that youwould be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
similar levelof risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANYINDEX 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.
•LACK OF LIQUIDITY -
The notes will not be listed onany securities exchange. Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy thenotes. You may notbe able to sell yournotes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to holdyour notes to maturity.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse to your interests as aninvestor in thenotes. It ispossible that hedging or trading
activities of oursor our affiliates in connection with the notescould result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to"RiskFactors-Risks Relating to Conflicts of Interest"in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue priceof the
notes exceedsthe estimatedvalueof 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 obligations under the notesand the estimatedcost of hedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
PS-7| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
•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 maturityissued by JPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, amongother 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 comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondarymarket prices of the notes. See "The EstimatedValueof the Notes" in this pricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partially paid back to you in
connection with any repurchases of your notesbyJPMS in an amount that willdecline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricing supplement for additionalinformation relating to this initial period.
Accordingly, the estimated value of your notesduring thisinitial period maybe lower than the value of the notes aspublished by
JPMS (and which may be shown on your customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondarymarket pricestake into account our internal secondarymarket funding rates for structureddebt issuances and,
also, because secondarymarket prices may exclude selling commissions,projected hedging profits, if any, and 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 originalissueprice. Any sale by you prior to
the Maturity Date could result in a substantial loss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefromtheselling commissions,projected hedgingprofits, if any, estimated hedging
costs and the levels of the Indices.Additionally, independent pricing vendors and/or third party broker-dealers may publish a price
for the notes, which mayalso be reflected on customer account statements. This price may be different (higher or lower)than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See"Risk Factors -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondarymarket pricesof 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 takingany corporate action that might affect
the level of the S&P 500® Index.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
Some of the equity securities included in the Nasdaq-100 Index®have been issued by non-U.S. companies. Investmentsin
securities linked to the value of such non-U.S. equitysecurities involve risks associated with the home countries of the issuersof
those non-U.S. equity securities.
•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 conditionsrelative
to larger companies. Smallcapitalization 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.
PS-8| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
The Indices
The S&P 500®Index consistsof stocks of 500 companies selected 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 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 theNasdaq-100 Index®, see "Equity Index
Descriptions -The Nasdaq-100 Index®" in the accompanying underlying supplement.
The Russell 2000® Index consists of the middle 2,000 companies included in the Russell3000E™Indexand, asa result of theindex
calculation methodology, consistsof the smallest 2,000 companies included inthe Russell 3000® Index. The Russell2000®Index is
designed to track the performanceof the small capitalization segment of the U.S. equitymarket.For additional information about the
Russell 2000®Index, see "Equity Index Descriptions-TheRussell Indices" in the accompanying underlying supplement.
Historical Information
The following graphsset forththe historical performance of each Indexbased on the weekly historical closing levels fromJanuary 4,
2019 through October 25, 2024. The closing levelof the S&P 500®Index on October 28, 2024 was 5,823.52. The closing levelof the
Nasdaq-100 Index®on October 28, 2024 was 20,351.07. The closing level of the Russell 2000® Index onOctober 28, 2024 was
2,244.068.We obtained the closing levelsabove and below from the Bloomberg Professional® service ("Bloomberg"), without
independent verification.
Thehistoricalclosing levels of eachIndexshouldnot be taken asan indication of future performance, and no assurance can be given
as to the closing level of any Index on any Review Date.There can be noassurance that the performance of the Indiceswill result in
the return of any of your principal amount or the payment of anyinterest.
PS-9| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®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 reportingresponsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as
prepaid forward contracts withassociated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-TaxConsequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or acourt may adopt, in whichcase the timing andcharacter of any income or loss on thenotes
could be materially affected.In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in these instrumentsto accrue income over the term of their investment. It also asks for commentsona number of related
topics, including the character of income or loss with respect to these instruments and the relevance of factors such as thenature 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 retroactiveeffect.Thediscussions 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 consequences of an investment in the notes,
including possible alternative treatments and the issues presentedby thenotice described above.
PS-10| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
Non-U.S. Holders - Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent,intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generallyat a rate of 30% or at a reduced ratespecified byan
applicable income tax treatyunder an "other income" or similar provision. We will not be required to payany additional amounts with
respect to amounts withheld.In order toclaiman 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 iseligible for such an exemptionor
reduction under an applicable tax treaty. If you area Non-U.S. Holder, you should consultyour tax adviser regarding thetax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalentspaid or deemedpaid to Non-U.S. Holders with respect to certain
financial instrumentslinked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security").Based on certain determinations made by us, our special taxcounsel isof the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders.Our determination is not binding onthe
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and itsapplication may depend on your particular
circumstances, including whether you enter intoother transactions with respect to an Underlying Security. You shouldconsult your tax
adviser regarding the potential application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required topay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementis equal to thesum of the values of the following
hypothetical components: (1) a fixed-income debt component withthe samematurityasthe notes, valued usingthe internal funding
ratedescribed 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 secondarymarket (if anyexists) at
any time.The internal funding rate used in thedetermination of the estimated valueof thenotesmay differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybebased on, among other things, ourand our affiliates'view of the funding value of the notesas well as the higherissuance,
operational and ongoing liability management costs of thenotes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate theprevailing market replacement funding rate for thenotes. The use of an internal
funding rate and any potential changes to that ratemay have an adverse effect on the terms of the notes and anysecondary market
prices of the notes. For additional information, see"Selected Risk Considerations- Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes- The Estimated Value of the NotesIsDerived byReference to anInternal Funding Rate"in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of thenotes is derived from internal pricing modelsof our
affiliates.These modelsare dependent on inputssuch as the tradedmarket prices of comparable derivative instruments and on
various other inputs, someof which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about futuremarket events and/or environments.Accordingly, the estimated value of thenotes is
determined when the termsof the notes areset based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of the notesdoes not represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe 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, thevalue of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notesfrom you in secondarymarket transactions.
The estimated value of the notes is lower than the original issue priceof the notes because costs associated withselling,structuring
and hedging the notes are included in the original issue price of the notes.Thesecostsinclude the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes.Because hedgingour
PS-11| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
obligations entails riskand may be influenced by market forces beyond our control, this hedging may result in a profit that ismore or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under thenotes may be
allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.See
"Selected Risk Considerations -Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes- The Estimated
Value of the Notes Is LowerThan the Original Issue Price (Price to Public) of the Notes"in thispricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes-Secondary market prices of the notes will be impactedbymany
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue price of the notes 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.These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths andone-half of the
stated term of the notes.The length of anysuch initial period reflects the structure of the notes, whether our affiliatesexpect to earn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined byour affiliates.See"Selected Risk Considerations-Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period"in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes.See "How the Notes Work" and"Hypothetical Payout Examples"in this pricingsupplement for an illustration of the risk-return
profile of the notes and "The Indices" in this pricing supplement for a description of the market exposure provided by thenotes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissionspaidto JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliatesexpect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
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., when the
notes offered by this pricing supplement have been issued by JPMorganFinancialpursuant 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 globalnote that represents such notes (the "master note"), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligationof 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 and thelack ofbad faith),provided that such counsel
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed aboveor (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.'sobligation under the related guarantee.
Thisopinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion issubject tocustomary assumptions about the
trustee's authorization, execution and deliveryof the indenture andits authentication of the master note and the validity, binding nature
and enforceabilityof the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
Additional Terms Specific to the Notes
You should readthispricing supplementtogether with theaccompanyingprospectus, as supplemented by theaccompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part,the accompanyingprospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement.This 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, sample structures, fact sheets, brochures or other educational materialsof
ours. You shouldcarefullyconsider, among other things, the matters set forth inthe "RiskFactors" sectionsof the accompanying
PS-12| Structured Investments
Auto Callable ContingentInterest Notes Linkedto the Least Performing of
the S&P 500®Index,the Nasdaq-100 Index®andthe Russell 2000®Index
prospectus supplement and the accompanying product supplementand in Annex A to the accompanying prospectusaddendum, as the
notes involve risks not associated with conventional debt securities.We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC websiteat www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April13, 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 is19617. As used inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.