●THE ESTIMATED VALUE OF THE NOTESIS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimatedvalue of the notesis onlyan estimate determined by reference to several factors. Theoriginal issue price of the
notes exceeds the estimated value ofthe notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include theselling commissions, the projected profits, if any, that our
affiliatesexpect to realize for assumingrisks inherent inhedging our obligations under the notes and the estimated cost of hedging
our obligations under thenotes. See "The Estimated Value of the Notes" inthis pricingsupplement.
●THE ESTIMATED VALUE OF THE NOTESDOESNOT REPRESENT FUTURE VALUES OF THENOTESAND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of theNotes"in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTESIS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE-
The internalfunding rate used in the determinationof the estimated value ofthe notes may differ from the market-implied funding
rate for vanilla fixed income instrumentsof asimilar maturity issued by JPMorgan Chase & Co. or itsaffiliates. Any difference may
be based on,among other things, our and our affiliates' view of the funding value of the notesas well asthe higherissuance,
operational and ongoing liability management costs of the notes in comparison to those costs for theconventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs andassumptions, which may
prove to be incorrect, and isintendedto approximate the prevailing market replacement funding rate for the notes. The use of an
internalfunding rate and any potential changes to that rate may have an adverse effect on theterms of the notes andany
secondary marketprices of the notes. See "The EstimatedValue 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 NOTESFOR A LIMITED TIME
PERIOD -
We generally expect that some of thecostsincluded in the original issue price of the notes will bepartially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that willdecline to zeroover aninitialpredetermined period.
See "Secondary MarketPrices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notesas published by
JPMS(and which maybe shown on your customeraccount statements).
●SECONDARY MARKET PRICES OF THE NOTESWILL LIKELY BE LOWER THAN THE ORIGINALISSUEPRICE OF THE
NOTES -
Any secondary marketprices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in the original issue price of the notes. As a result, the price, ifany, at which JPMS will be willing to buy the
notes from you in secondary markettransactions, if at all, islikely to be lower than the original issue price. Any sale by you prior to
the MaturityDate could resultin a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTESWILL BE IMPACTEDBY MANY ECONOMIC AND MARKET FACTORS -
The secondary marketprice of the notes during theirterm will be impacted by anumberof economic and market factors, which
may either offset or magnifyeach other, aside from theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and the levels ofthe Indices. Additionally, independent pricing vendors and/orthird party broker-dealers may publish a price
for the notes, which may also be reflected on customer account statements. Thisprice maybe different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in thesecondary market. See "Risk Factors -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be
impacted by many economic and market factors" in theaccompanyingproduct supplement.
The Indices
The Dow Jones Industrial Average
®
consists of 30 common stocks chosenas representative of the broad market of U.S. industry. For
additional information about the DowJones Industrial Average
®
, see "Equity IndexDescriptions -The Dow Jones Industrial Average
®
"
in the accompanying underlying supplement.
The Russell 2000
®
Index consists of the middle 2,000 companies included in the Russell 3000E
TM
Index and, as a result ofthe index
calculation methodology,consists of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 2000
®
Index is
designed to track the performance of the small capitalization segment of theU.S. equity market. For additional information about the
Russell 2000
®
Index, see "Equity IndexDescriptions -The Russell Indices"in the accompanyingunderlying supplement.
The S&P 500
®
Indexconsists of stocks of 500 companies selected to provide a performancebenchmarkfor 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.
Historical Information
The following graphs set forththe historical performance of each Index based on theweekly historical closing levels from January 4,
2019 through August 9, 2024. The closing level of the Dow Jones Industrial Average
®
on August 14, 2024 was 40,008.39. The closing
level of the Russell 2000
®
Indexon August 14, 2024 was 2,084.320. The closing level of the S&P 500
®
Indexon August 14, 2024 was
5,455.21. We obtained the closinglevels above and below from the Bloomberg Professional
®
service ("Bloomberg"), without
independent verification.
The historicalclosing levels of eachIndex should not be taken as anindication of future performance, and no assurance can be given
as to the closing level of anyIndex on any Review Date. There can be no assurance that the performance of the Indices will result in
the return of anyof your principal amount or the payment of any interest.