JPMorgan Chase & Co.
11/04/2024 | Press release | Distributed by Public on 11/04/2024 07:29
Primary Offering Prospectus - Form 424B2
October 31, 2024RegistrationStatement Nos. 333-270004 and333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-I dated April 13, 2023, underlyingsupplement no. 1-Idated April 13,2023,the prospectus and
prospectus supplement, eachdated April 13, 2023,and the prospectus addendum dated June 3,2024
JPMorganChase Financial Company LLC
Structured Investments
$2,584,000
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the iShares® Silver Trust, the Global X Uranium ETF
and the VanEck® Gold Miners ETFdue November 5, 2026
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
•The notes aredesigned for investors who seek a Contingent Interest Payment with respect to each Review Date for
whichtheclosing price of one share of each of the iShares®Silver Trust, the Global X Uranium ETF and the VanEck®
Gold Miners ETF, which we refer to as the Funds, is greater than or equal to 51.00% of its Initial Value, which we refer to
as an Interest Barrier.
•If the closingprice of one share of each Fund is greater than or equal to its Interest Barrier on any Review Date,
investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, any previously
unpaid Contingent Interest Paymentsfor prior Review Dates.
•The noteswill be automatically calledif the closingprice of one shareof each Fund onanyReview Date(other than the
first and final Review Dates) is greater than or equal to itsInitial Value.
•The earliest date on which anautomatic call may be initiated isMay 1, 2025.
•Investors should be willing toaccept the risk of losing some or allof 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
ContingentInterest 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 JPMorganFinancial, 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 theFunds.Payments on the notes are linked to the
performance of each of theFundsindividually, as described below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes priced on October 31, 2024 and are expected tosettleon or about November 5, 2024.
•CUSIP: 48135VBH0
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securitiescommission has approved or disapproved
of the notes or passed uponthe accuracyor the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement,prospectusand 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
$18.50
$981.50
Total
$2,584,000
$47,804
$2,536,196
(1)See"Supplemental Use ofProceeds"in this pricingsupplement for information about thecomponentsof the price topublicofthe
notes.
(2) J.P. Morgan Securities LLC, which werefer toas JPMS, acting as agentfor JPMorgan Financial, will payallof the selling
commissions of $17.50per $1,000principalamountnoteit receivesfrom ustoother affiliated or unaffiliated dealers. JPMS, acting as
agent for JPMorgan Financial, willalso pay all of thestructuringfee of $1.00 per$1,000principal amount noteitreceivesfrom usto
other affiliated orunaffiliated dealers.See"Planof Distribution (Conflicts ofInterest)"in the accompanying productsupplement.
The estimated value of the notes, when the terms of the notes were set,was $964.60 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in thispricing supplementfor additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
whollyowned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The iShares®Silver Trust (Bloomberg ticker: SLV), the
Global X Uranium ETF (Bloomberg ticker: URA) and the VanEck®
Gold Miners ETF (Bloomberg ticker: GDX)
Contingent InterestPayments:If the notes have not been
automatically called and the closing price of oneshare of each
Fund on any Review Date is greater than or equal to its Interest
Barrier, you willreceive on the applicable Interest Payment Date
for each $1,000 principal amount note a Contingent Interest
Payment equal to $25.00 (equivalent toa ContingentInterest Rate
of 10.00%per annum, payable at a rate of 2.50% per quarter),
plusany previouslyunpaid Contingent Interest Payments forany
prior Review Dates.
If the Contingent Interest Payment isnot paid on any Interest
Payment Date, that unpaid Contingent Interest Payment willbe
paid on a later Interest Payment Date if the closing price of one
share of each Fund on the Review Date related to that later
Interest Payment Date is greater than or equal to its Interest
Barrier. You will not receive any unpaid Contingent Interest
Payments if theclosing priceof oneshare of any Fund on each
subsequent Review Date isless than itsInterest Barrier.
Contingent InterestRate:10.00% per annum, payable at a rate
of 2.50% per quarter
Interest Barrier/ Trigger Value:With respect to each Fund,
51.00% of itsInitial Value, which is $15.2031 for the iShares®
Silver Trust, $15.6723for the Global X Uranium ETF and
$20.5734 for the VanEck® Gold Miners ETF
Pricing Date:October 31, 2024
Original Issue Date (Settlement Date): On or about November
5, 2024
Review Dates*:January 31, 2025, May 1, 2025, July 31, 2025,
October 31, 2025, February 2, 2026, May 1, 2026, July 31, 2026
and November 2, 2026 (final Review Date)
Interest Payment Dates*:February 5, 2025, May 6, 2025,
August 5, 2025, November 5, 2025, February5, 2026, May6,
2026, August 5, 2026and the Maturity Date
Maturity Date*: November 5,2026
Call Settlement Date*: If thenotes are automatically calledon
any Review Date (other than the first and final Review Dates), the
first Interest Payment Dateimmediately followingthatReview
Date
* Subject to postponement in theevent of amarket disruptionevent and
as described under "General Terms of Notes- Postponement of a
Determination Date -NotesLinked to Multiple Underlyings" and"General
Terms of Notes-Postponementof a Payment Date" in the
accompanyingproductsupplement
Automatic Call:
If the closing price of one share of each Fund on any Review Date
(other than the first and final Review Dates) is greater thanor
equal toitsInitial Value, the notes will be automaticallycalled for a
cash payment, for each $1,000 principalamount note, equal to (a)
$1,000 plus(b) the Contingent Interest Payment applicable to that
Review Dateplus (c) any previously unpaid Contingent Interest
Payments for any prior Review Dates, payable on the applicable
Call Settlement Date. No further payments will be made onthe
notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Fund is greater than or equal to its Trigger 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 thefinal Review Date plus(c)any
previouslyunpaid Contingent Interest Payments for anyprior
Review Dates.
If the notes have not been automatically called and the Final
Value of any Fund is less than its Trigger Value, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Least Performing Fund Return)
If the notes have not been automatically called and the Final
Value of any Fund is less than its Trigger Value, you will lose
more than 49.00%of your principal amount at maturity and could
lose all of your principal amount at maturity.
Least PerformingFund: The Fund with the Least Performing
Fund Return
Least PerformingFund Return: The lowest of the Fund Returns
of the Funds
Fund Return:
With respect to each Fund,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachFund, the closing price of one
share of that Fund on the Pricing Date, which was $29.81 for the
iShares® Silver Trust, $30.73 for the Global X Uranium ETF and
$40.34 for the VanEck® Gold Miners ETF
Final Value: With respect to eachFund, the closing price of one
share of that Fund on the finalReview Date
Share Adjustment Factor:With respect to each Fund, theShare
Adjustment Factor is referenced indeterminingtheclosing price of
one share of that Fund and isset equal to 1.0 on the Pricing Date.
The Share Adjustment Factor of each Fund issubject to
adjustment upon the occurrence of certain events affecting that
Fund. See "The Underlyings - Funds-Anti-Dilution
Adjustments" in the accompanyingproduct supplement for further
information.
PS-2| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
Supplemental Terms of the Notes
The notes are not commodity futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936,
as amended (the "Commodity Exchange Act"). The notes are offered pursuant toan exemption from regulation under the
Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more
payments indexed to the value, level or rate of oneor more commodities, as set out in section 2(f) of that statute. Accordingly, you are
not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the CommodityFutures
Trading Commission.
Any valuesof the Funds, andanyvalues derived therefrom, included in this pricingsupplement 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
Payment in Connection with the First Review Date
Payments in Connectionwith Review Dates(Other than the First and Final Review Dates)
Theclosing price of one share of each Fund is
greaterthanor equal toits InterestBarrier.
Theclosing price of one share of anyFund is less
than its Interest Barrier.
First ReviewDate
Comparethe closingprice of one shareof each Fund to its Interest Barrieron thefirstReviewDate.
You will receive a Contingent Interest Payment on the
first Interest PaymentDate.
Proceedto thenext ReviewDate.
No Contingent Interest Payment will be made with respect to
the first ReviewDate.
Proceedto thenext ReviewDate.
Thenotes will beautomaticallycalled ontheapplicable Call Settlement Date and youwill
receive (a) $1,000 plus (b)theContingent Interest Payment applicable to that ReviewDate
plus(c) anypreviouslyunpaid Contingent Interest Payments foranypriorReviewDates.
No further payments will be made on thenotes.
ReviewDates (Other than the Firstand FinalReviewDates)
AutomaticCall
Theclosing price of one
shareof eachFund is
greaterthanor equal to
its Initial Value.
Theclosing price of one
share of anyFundis
less thanits Initial
Value.
Initial
Value You will receive (a)the Contingent
Interest Payment applicable tothat
ReviewDate plus(b)anypreviously
unpaid Contingent Interest Payments
foranyprior ReviewDates.
Proceedto thenext ReviewDate.
The closing price of one
share of each Fund is
greater thanor equal to
its Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceedto thenext ReviewDate.
The closing price of one
share of anyFundis less
than its Interest Barrier.
Comparethe closingprice of one shareof eachFundto its Initial Value andits Interest Barrieron eachReviewDateuntil the
final ReviewDate oranyearlier automatic call.
PS-3| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
Payment at MaturityIf the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The table below illustrates thehypothetical total Contingent Interest Payments per $1,000principal amount note over the termof the
notes based on the Contingent Interest Rate of 10.00%per annum, depending on how many Contingent Interest Payments are made
prior to automatic callor maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
8
$200.00
7
$175.00
6
$150.00
5
$125.00
4
$100.00
3
$75.00
2
$50.00
1
$25.00
0
$0.000
Hypothetical Payout Examples
The followingexamples illustratepayments on the notes linked to three hypothetical Funds, assuming a range of performances for the
hypothetical Least PerformingFundon the Review Dates. Each hypothetical payment set forth belowassumes that the closing
price of one shareof each Fund that is not the Least Performing Fund on each Review Date is greater than or equal to its
Initial Value(and therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical paymentsset forth below assume the following:
•an Initial Value for theLeast PerformingFund of $100.00;
•an Interest Barrier and a Trigger Value for theLeast Performing Fund of $51.00 (equal to51.00%of itshypothetical Initial Value);
and
•a Contingent Interest Rate of 10.00%per annum.
The hypothetical Initial Value of the Least Performing Fund of $100.00 has been chosen forillustrative purposes only and does not
represent the actual Initial Value of any Fund. The actual Initial Value of each Fund is theclosing price of one shareof that Fund on the
Pricing Date and is specified under "Key Terms-Initial Value" in this pricing supplement. For historical data regarding the actual
closing prices of one share ofeach Fund, please see the historical informationset forthunder "TheFunds" in thispricing supplement.
Each hypothetical payment set forth below isfor illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes.The numbers appearing in the following exampleshave been rounded for ease of analysis.
Review DatesPreceding the
Final Review Date
You will receive (a)$1,000plus (b)the
Contingent Interest Payment
applicable tothe final ReviewDate
plus (c)anypreviouslyunpaid
Contingent Interest Payments forany
priorReviewDates.
Thenotes are not
automaticallycalled.
Proceedto maturity
Final Review DatePayment at Maturity
TheFinal Valueof each Fundis greaterthanor
equal toits Trigger Value.
You will receive:
$1,000 + ($1,000 × Least Performing
FundReturn)
Under these circumstances, you will
lose some or all of yourprincipal
amount at maturity.
TheFinal Valueof anyFund is lessthanits
Trigger Value.
PS-4| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
Example 1- Notes are automatically called on the second Review Date.
Date
Closing Price of One Share
of Least PerformingFund
Payment (per $1,000 principalamount note)
First Review Date
$105.00
$25.00
Second Review Date
$115.00
$1,025.00
Total Payment
$1,050.00 (5.00% return)
Because the closing priceof one shareof each Fund on the second Review Date isgreater thanor equalto its Initial Value, the notes
will be automaticallycalledfor a cash payment, for each $1,000 principal amount note, of $1,025.00 (or $1,000 plus the Contingent
Interest Payment applicable to the second Review Date), payable on the applicable Call Settlement Date. The notes are not
automatically callable before the second Review Date, even though the closingprice of one share of each Fund on the first Review
Date is greater thanits Initial Value. When added to the Contingent Interest Payment received with respect to the prior Review Date,
the totalamount paid, for each $1,000 principal amount note, is $1,050.00. No further payments will be made on the notes.
Example2 - Notes have NOT been automatically called and the Final Value of the Least PerformingFundisgreater than or
equal to its Trigger Value.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principalamount note)
First Review Date
$95.00
$25.00
Second Review Date
$85.00
$25.00
Third through Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,150.00
Total Payment
$1,200.00 (20.00% return)
Because the notes have not been automatically called and the Final Valueof the Least Performing Fundisgreater than or equal to its
Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be$1,150.00 (or $1,000 plus the Contingent Interest
Payment applicable to the final Review Dateplus the unpaid Contingent Interest Paymentsfor any prior Review Dates).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 $1,200.00.
Example3 - Notes have NOT been automatically called and the Final Value of the Least PerformingFund is lessthan its
Trigger Value.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principalamount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Seventh
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 Value of theLeast PerformingFund is less than its Trigger Value and
the Least Performing Fund Return is -60.00%, the payment at maturity will be$400.00 per $1,000 principal amount 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 thenotes for their entire term
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, thehypothetical returns andhypothetical payments shown above would
likelybelower.
PS-5| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
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 supplementandproduct 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 notbeen automatically called and the Final Value ofany
Fund isless 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 Fundisless thanitsInitial Value. Accordingly, under these circumstances, you will lose more than49.00% 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(and we
will payyouany previously unpaid Contingent Interest Paymentsfor anyprior Review Dates) only if the closing price of one share
of each Fundon that Review Date is greater than or equal to its Interest Barrier. If the closingprice of one shareof any Fund on
that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
You will not receive any unpaid Contingent Interest Payments if theclosing price of one share of any Fund on each subsequent
Review Date is less than its Interest Barrier. Accordingly, if the closing price of one share of any Fund oneach Review Date is less
than its Interest Barrier, you will not receive anyinterest payments over the term of 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, asdetermined bythe market 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 capitalcontribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. tomake payments under loansmade by us to
JPMorgan Chase & Co.or under other intercompany agreements. As a 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 tomeet our obligations in
respect of the notesas 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 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 Fund, which may be significant. You will not participate in any appreciation of any Fund.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND -
Payments onthenotes are not linked to abasket composed of theFunds and are contingent upon the performance of each
individualFund. Poor performance by any of the Funds over the term of the notes may result in the notesnot being automatically
called on a Review Date, maynegativelyaffect whether you will receive a Contingent Interest Payment on any Interest Payment
Date and your payment at maturityand will not be offset or mitigated by positive performance byany other Fund.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If the Final Valueof any Fundis lessthan 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 depreciation of theLeast Performing Fund.
•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 approximatelysixmonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that youwouldbe
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
PS-6| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
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 ANY FUND OR ANY SECURITIES HELD BY ANY FUND OR HAVE ANY RIGHTS
WITH RESPECT TO ANY FUND OR THE SECURITIES OR COMMODITIES HELD BY ANY FUND.
•THE RISK OF THE CLOSINGPRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange.Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy the notes. You may notbe able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your 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.
In addition, the benchmark price of the iShares®Silver Trust's Underlying Commodity (as defined under "The Funds" below) is
administered by the London Bullion Market Association ("LBMA") or an independent service provider appointed by the LBMA, and
we are, or one of our affiliatesis, a price participant that contributes to the determination of that price. Furthermore, our affiliate is
the custodian of the iShares®Silver Trust.We and our affiliates will have no obligation toconsider your interests as a holder of the
notes in taking any actionsin connection with our roles as aprice participant and a custodian that might affect the iShares® Silver
Trust or the notes.
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 originalissue price of the
notes exceedsthe estimated value of the notes becausecosts associated with selling, structuring and hedging the notesare
included in the original issue price of the notes. Thesecosts include the selling commissions, the structuring fee, the projected
profits, if any, that our affiliates expect to realize for assuming risksinherent in hedging our obligations under the notesand the
estimated cost of hedging our obligations under the notes. See "The Estimated Value of the Notes" inthis pricingsupplement.
•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 usedin the determinationof 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. Anydifferencemay
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 thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the 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 additional information relating to this initial period.
PS-7| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
Accordingly, the estimated value of your notesduring thisinitial period maybe lower than the value of the notesas published by
JPMS (and which may be shown on your customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lowerthan the original issue price of the notes because, amongother
things, secondarymarket prices take into account our internal secondarymarket funding rates for structureddebt issuances and,
also, because secondarymarket prices (a) exclude the structuring feeand (b) mayexcludeselling commissions, projected hedging
profits, if any, and estimated hedging costs that are includedin the original issue price of the notes. As a result, the price, if any, at
whichJPMS will be willing to buy the notes fromyou in secondarymarket transactions, if at all, islikely tobe lower than the original
issue price. Any salebyyou prior tothe 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, asidefromthe selling commissions,structuring fee, projected hedging profits, if any,
estimated hedging costs and theprices of one share of theFunds. Additionally, independent pricing vendors and/or third party
broker-dealers may publish aprice for the notes, which mayalso be reflected on customer account statements. This price may be
different (higher or lower) than the price of thenotes, if any, at whichJPMS may be willingto 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 thenotes will be impacted by many economicand market factors" inthe accompanying product supplement.
Risks Relating to the Funds
•THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND'S UNDERLYING INDEX OR
UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE -
Each of the Global X UraniumETF and the VanEck®Gold Miners ETF doesnot fully replicate its UnderlyingIndex (as defined
under "The Funds" below) and may hold securities different from those included inits Underlying Index. In addition, the
performance of each of the Global X Uranium ETF and theVanEck® Gold Miners ETF will reflect additional transaction costsand
fees that are not included in the calculation of its Underlying Index. All of these factorsmay lead to a lackof correlation between
the performance of each of theGlobal X Uranium ETFand the VanEck® GoldMiners ETF and its UnderlyingIndex.In addition,
corporateactions with respect to the equity securities underlyingeach of the Global X Uranium ETFand the VanEck® Gold Miners
ETF (such as mergers and spin-offs) may impact thevariance between the performances of that Fund and its Underlying Index.
Finally, because the shares of each of the Global X UraniumETF and the VanEck® Gold Miners ETF are traded on a securities
exchange and are subject tomarket supplyand investor demand, the market value of oneshare of each of the Global X Uranium
ETF and the VanEck® Gold Miners ETF may differ from the net asset value per share of that Fund.
In addition, the iShares® Silver Trust does not fully replicate the performance of its Underlying Commodity due to the fees and
expenses charged by the iShares®Silver Trust or by restrictionson access to the relevant Underlying Commodity(asdefined
under "The Funds" below) dueto other circumstances. The iShares® Silver Trust does not generate anyincome, and as the
iShares® Silver Trust regularlysells its Underlying Commodity topay for ongoing expenses, the amount of its Underlying
Commodity represented by each share graduallydeclinesover time. TheiShares® Silver Trust sells its Underlying Commodity to
pay expenseson an ongoing basis irrespectiveof whether the tradingprice of the shares risesor falls in response to changes in
the price of its Underlying Commodity. The sale by the iShares® Silver Trust of its Underlying Commodityto pay expensesat a
timeof low prices for its Underlying Commodity could adverselyaffect the value of the notes. Additionally, there is a risk that part
or all of the iShares® Silver Trust's holdings in its Underlying Commoditycould be lost, damaged or stolen. Access to the iShares®
Silver Trust's Underlying Commoditycould also be restricted by natural events (such as anearthquake) or human actions(such as
a terrorist attack). All of these factors may lead toa lack of correlation between the performance of the iShares® Silver Trust and
its Underlying Commodity. Inaddition, because the shares of the iShares®Silver Trust are traded on a securities exchange and
are subject to market supply and investor demand, the market value of one share of the iShares® Silver Trust may differ from the
net asset value per share of the iShares® Silver Trust.
During periodsof market volatility, securities underlying eachof the Global X Uranium ETFand the VanEck® Gold Miners ETF or
the Underlying Commodityof the iShares® Silver Trustmay be unavailable in the secondary market, market participants may be
unable to calculate accurately the net asset value per share of that Fund and the liquidity of thatFund may be adverselyaffected.
Thiskind of market volatility may also disrupt the ability of market participants to create and redeemsharesof a Fund. Further,
market volatilitymay adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell
shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary substantially from the
net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fundmaynot correlate with the
PS-8| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
performance of its Underlying Index or Underlying Commodity, as applicable,as well as the net asset value per share of that Fund,
whichcould materially and adversely affect the value of the notes in the secondary market and/or reduce any payment on the
notes.
•THE iSHARES® SILVER TRUST IS NOT AN INVESTMENT COMPANY OR COMMODITY POOL AND WILL NOT BE SUBJECT
TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE
ACT -
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
•THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER WITH RESPECT TO THE iSHARES® SILVER TRUST -
The iShares®Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares®Silver Trust'sexpenses
and liabilities. The price of silver is primarilyaffected byglobal demand for and supply of silver. Silver prices can fluctuate widely
and maybe affectedbynumerous factors. Theseinclude general economic trends, increases in silver hedging activity bysilver
producers, significant changes in attitude byspeculators andinvestors in silver, technical developments, substitution issues and
regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rateof inflation, the
relative strength of the U.S. dollar (the currency in which the price of silver isgenerally quoted) and other currencies, interest rates,
central bank sales, forward sales by producers, global or regionalpoliticalor economic events and production costs and disruptions
in major silver-producing countries, such asMexico, China and Peru. The demand for and supply of silver affect silver prices, but
not necessarily in the same manner assupply and demand affect the prices of other commodities. The supply of silver consistsof
a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private
financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasionbeen subject to
very rapid short-termchangesdue to speculative activities. From time to time, above-ground inventories of silver may also
influence the market. The major end uses for silver include industrial applications, jewelryand silverware. It isnot possible to
predict the aggregate effect ofall or any combination of thesefactors.
•THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE iSHARES® SILVER
TRUST -
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares®Silver Trust'sexpenses
and liabilities. The price of silver isdeterminedby the LBMA or an independent service provider appointedby the LBMA. The
LBMA is a self-regulatoryassociation of bullion market participants. Although allmarket-making members of the LBMA are
supervisedbythe Bankof England and are required to satisfy acapitaladequacy test, the LBMA itself is not a regulatedentity. If
the LBMA should cease operations, or if bullion trading should become subject to avalue added tax or other tax or any other form
of regulation currently not in place, the roleof the LBMA silver price as a global benchmarkfor the value of silver may be adversely
affected. The LBMA is a principals' market, which operates in a manner more closely analogous to an over-the-counter physical
commodity market than regulated futures markets, andcertain features of U.S. futures contracts are not present in the contextof
LBMA trading. For example, there are no daily price limitson the LBMA which would otherwise restrict fluctuations in the prices of
LBMA contracts. In a declining market, it is possible that prices would continue to decline without limitation within a trading day or
over a period of trading days. The LBMA mayalter, discontinue or suspend calculation or dissemination of the LBMA silver price,
whichcould adversely affect the value of the notes. The LBMA, or an independent service provider appointed bytheLBMA, will
have no obligation to consideryour interests in calculating or revising the LBMA silver price.
•SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY -
The iShares® Silver Trust is linked to a singlecommodity and not to a diverse basket of commodities or a broad-based commodity
index. The iShares®Silver Trust's Underlying Commoditymay not correlate to the price of commodities generally and may diverge
significantlyfrom the prices of commodities generally. As a result, the notescarry greater risk and may be more volatile than notes
linked to the prices of more commoditiesor a broad-based commodity index.
•THERE ARE RISKS ASSOCIATED WITH THE GLOBAL X URANIUM ETF AND THE VANECK® GOLD MINERS ETF -
Each of the Global X UraniumETF and the VanEck®Gold Miners ETFissubject to management risk, which isthe risk that the
investment strategiesof the applicable Fund's investment adviser, the implementation of which is subject to a number of
constraints, may not produce the intended results. These constraints could adversely affect the market price of the shares of the
Global X Uranium ETF or theVanEck® Gold Miners ETFand, consequently, the value of the notes.
•RISKS ASSOCIATED WITH THE URANIUM INDUSTRY WITH RESPECT TO THE GLOBAL X URANIUM ETF-
All or substantially all of theequitysecurities held by the Global X Uranium ETF are issued by companies whose primary line of
business is directly associated with the uranium industry, including companies in the uranium mining, energy and consumablefuel
PS-9| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
industries. As a result, the value of the notes maybe subject to greater volatility and be more adversely affected by a single
economic, political or regulatory occurrence affecting thisindustry than a different investment linked to securities of a more broadly
diversified group of issuers.
Securities in the Global X Uranium ETF's portfoliomay besignificantly subject to the effects of competitive pressures in the
uranium miningindustry and the price of uranium. The price of uranium maybe affectedby changesin inflation rates, interest
rates, monetary policy, economic conditions and political stability. The price of uranium may fluctuate substantially over short
periods of time, and therefore, the Global X Uranium ETF's share price may be morevolatile than other types of investments. In
addition, uranium mining companies mayalso be significantly affected by import controls, worldwide competition, liability for
environmental damage, depletion of resources and mandated expenditures for safety and pollution control devices. The primary
demand for uranium is from the nuclearenergy industry, which uses uranium as fuel for nuclear power plants. Demand for nuclear
energy may face considerablerisk asa result of, amongother risks, incidentsand accidents, breachesof security, ill-intentioned
acts or terrorism, air crashes, natural disasters (such as floods or earthquakes), equipment malfunctionsor mishandling in storage,
handling, transportation, treatment or conditioning of substances and nuclear materials.
The value of securities issuedby companies in the energy sector may decline for many reasons, including, without limitation,
changes in energy prices; international politics; energyconservation; the success of exploration projects; natural disastersor other
catastrophes; changesin exchange rates, interest rates, or economic conditions; changes in demand for energy productsand
services; and taxand other government regulatory policies. Actions taken by central governmentsmay dramatically impact supply
and demand forces that influenceenergy prices, resulting insudden decreases in value for companiesin the energy sector.
Furthermore, the exploration and development of mineral depositsinvolve significant financial risks over a significant period of
time, which even a combination of careful evaluation, experience andknowledge maynot eliminate. Few properties that are
explored are ultimately developed intoproducing mines. Major expendituresmay be required to establish reserves by drillingand
to construct mining and processing facilities at asite. Inaddition, mineral exploration companies typically operate at a lossand are
dependent on securing equityand/or debt financing, whichmight be more difficult to secure for an exploration company than for a
more established counterpart.
The consumable fuels industry iscyclical and highly dependent on the market price of fuel. The market value of companies in the
consumable fuelsindustry are strongly affected by the levelsand volatilityof global commodityprices, supply and demand, capital
expenditures on exploration and production, energy conservation efforts, the pricesof alternative fuels, exchange rates and
technological advances. Companies in thissector are subject tosubstantial government regulation and contractual fixed pricing,
whichmay increase the cost of businessand limit these companies' earnings. Actionstaken by centralgovernmentsmay
dramatically impact supply and demand forcesthat influence the market price of fuel, resulting in sudden decreases invalue for
companiesin the consumable fuels industry. A significant portionof their revenues depends ona relatively small number of
customers, including governmental entities and utilities. As a result, governmental budget restraints may have a materialadverse
effect on the stockprices of companies in theindustry.
These factors could affect theuraniumindustry and could affect the value of theequitysecurities heldbythe Global X Uranium
ETF and the price ofthe Global X Uranium ETFduring the term of the notes, which may adversely affect thevalue of your notes.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE GLOBAL X URANIUM ETF AND THE VANECK® GOLD MINERS ETF
-
Some of the equity securitiesheld bythe Global X Uranium ETFand the VanEck®Gold Miners ETF have been issued by non-U.S.
companies. Investments insecurities linked to the value of such non-U.S. equitysecurities involve risks associated withthe home
countries and/or the securitiesmarketsinthe home countries of the issuers of those non-U.S. equitysecurities. Also, there is
generally less publicly available information about companies in some of thesejurisdictions than there is about U.S. companies
that are subject to the reporting requirements of the SEC.
•EMERGING MARKETS RISK WITH RESPECT TO THE GLOBAL X URANIUM ETF-
The equity securities held by the Global X Uranium ETFhave been issued by non-U.S. companies located in emerging markets
countries. Countries with emergingmarkets mayhave relativelyunstable governments, maypresent the risks of nationalization of
businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, andmay have less protection of
property rights than more developed countries. The economies of countries with emergingmarketsmay be basedon only a few
industries, may be highly vulnerable to changes in local or globaltrade conditions, and may suffer from extreme andvolatile debt
burdens or inflation rates. Local securitiesmarkets may trade a small number of securities and maybe unable to respond
effectively toincreases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
PS-10| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
•THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TOTHE GLOBAL X URANIUM ETFAND
THE VANECK® GOLD MINERS ETF -
Because the prices of the non-U.S. equitysecurities held by each of the Global X Uranium ETF and the VanEck®Gold Miners ETF
are converted into U.S. dollars for purposesof calculating the net asset value of that Fund, holders of the notes will be exposed to
currency exchange rate risk with respect to each of the currencies in which the non-U.S. equitysecurities held by that Fund trade.
With respect to each of the Global X Uranium ETF and the VanEck® Gold Miners ETF, your net exposure will depend on the extent
to which those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity securities heldby that
Fund denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthensagainst
those currencies, the price of the relevant Fund will be adversely affected and any payment on the notesmay be reduced.
•RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE VANECK® GOLD
MINERS ETF -
All or substantially all of theequitysecurities held by the VanEck® Gold Miners ETFareissued by companies whose primary lineof
business is directly associated with the gold and/or silver mining industries. As a result, the value of the notesmay besubject to
greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting these industries
than a different investment linked to securities of a more broadly diversified group of issuers. Investments related to goldandsilver
are considered speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the
financial condition of gold and silver mining companies. Also, gold and silver miningcompanies are highly dependent on the price
of gold and silver bullion, respectively, but may also be adversely affected by avariety of worldwide economic, financial and
political factors. The price of gold andsilver may fluctuate substantially over short periods of time, so the VanEck® GoldMiners
ETF'sshare price may be more volatile than other typesof investments.Fluctuation in the prices of gold and silver may be dueto
a number of factors, including changes ininflation, changes in currency exchange ratesand changes in industrial and commercial
demand for metals (including fabricator demand). Additionally, increased environmental or labor costsmay depress the value of
metal investments. These factors could affect the gold and silver mining industries and could affect thevalue of the equity
securities held by the VanEck® Gold Miners ETF and theprice of the VanEck® GoldMiners ETF during the term of the notes, which
mayadversely affect thevalue of your notes.
•THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED -
The calculation agent willmake adjustments to the Share Adjustment Factor for each Fundfor certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the sharesof
the Funds. If an event occursthat does not require thecalculation agent to make anadjustment, the value of the notes maybe
materially andadverselyaffected.
PS-11| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
The Funds
The iShares® Silver Trust is an investment trust sponsored by iShares® DelawareTrust Sponsor LLC. The iShares® Silver Trust seeks
to reflect generally the performance of the price of silver, less the iShares®Silver Trust's expensesand liabilities. The assets of the
iShares® Silver Trust consistsprimarily of silver held by acustodianon behalf of theiShares® Silver Trust. We refer tosilver as the
Underlying Commodity with respect tothe iShares® Silver Trust. For additional information about the iShares® Silver Trust, see "Fund
Descriptions -The iShares®Silver Trust" in the accompanying underlying supplement.
TheGlobal X Uranium ETF isan exchange-traded fund of Global X Funds®, a registered investment company, that seeks to provide
investment results that correspond generally tothe price andyield performance, before fees and expenses, of the Solactive Global
Uranium & Nuclear Total Return Index, which we refer to asthe Underlying Index with respect to theGlobal X Uranium ETF. The
Solactive Global Uranium & Nuclear Total Return Index is a modified market capitalization-weighted index that is designed to track the
performance of companies that have or are expected to have businessoperations or exposure in the uranium industry, including
uranium mining, exploration, uranium investments and technologies related to the uraniumindustry. For additional information about
the Global X Uranium ETF, see Annex A in thispricing supplement.
The VanEck®Gold Miners ETF isan exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to
replicate as closelyaspossible, before feesand expenses, the price and yieldperformance of the NYSE Arca Gold MinersIndex, which
we refer to as the Underlying Index with respect to the VanEck® GoldMiners ETF. The NYSE Arca Gold Miners Index isa modified
market capitalization weighted index composed of publicly traded companies involved primarily in the mining of goldor silver. For
additional information aboutVanEck® Gold Miners ETF, see"Fund Descriptions - The VanEck®ETFs" in the accompanying
underlying supplement.
Historical Information
The following graphs set forththe historical performance of eachFundbased on the weekly historical closingprices of one share of
each Fundfrom January 4, 2019 through October 25, 2024. The closingprice of one share of the iShares® Silver Truston October 31,
2024 was $29.81. The closingprice of one shareof the Global X Uranium ETFon October 31, 2024 was $30.73.The closing price of
one share of the VanEck®Gold Miners ETF on October 31, 2024 was $40.34. We obtained the closingprices above and below from
the Bloomberg Professional®service ("Bloomberg"), without independent verification. The closing prices above and below may have
been adjusted byBloomberg for actions taken by the Funds, such as stock splits.
Thehistoricalclosing prices of oneshare of each Fundshould not be taken as an indication of future performance, and no assurance
can be given as tothe closing price of oneshareof anyFundon any Review Date.There can be no assurance that the performance of
the Fundswill result in the return of any of your principal amount or the payment of any interest.
PS-12| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
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 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 -Tax Consequences 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 the notice 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.Thediscussions above and in the accompanying
product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under Section451(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.
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
PS-13| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
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 generally at a rate of 30% or at a reduced rate specifiedby an
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 to claiman exemption from, or a reduction in, the 30% withholdingtax, 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 exemption or
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 the applicable
Treasury regulations.Additionally, a recent IRS notice excludesfromthe 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 payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an"Underlying Security"). Based on certain determinations made by us, our special tax counselis of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders.Our determination is not binding on the
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and itsapplication may depend on your particular
circumstances, including whether you enter intoother transactions with respect to an Underlying Security. You shouldconsult your tax
adviser regarding the potential application of Section 871(m) to thenotes.
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
The estimated value of the notesset forth on the cover of this pricing supplement isequal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component withthe same maturityas the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the 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 value of the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates'view of the funding value of the notes as well as the higher issuance,
operational and 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 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 Notes Is Derived by Reference 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 pricingmodelsof our
affiliates.These modelsare dependent on inputssuch as the traded market 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, theestimatedvalue 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 notes does not represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthenotes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.On
future dates, thevalue of the notescould change significantly 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 notesfrom you in secondarymarket transactions.
The estimated value of the notes is lowerthan the original issue price of the notesbecause costs associated withselling, structuring
and hedging the notes are included in the original issue price of the notes. These costsinclude the sellingcommissionsand the
structuring feepaid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent inhedging our obligations under the notes and the estimated cost of hedging our obligations under the
notes. Because hedging our obligationsentails risk and maybe influenced by market 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 notes may be allowedto other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain
PS-14| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
any remaining hedging profits. See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes- The Estimated Value of the Notes Is LowerThan the OriginalIssuePrice (Price to Public) of the Notes" in this
pricing 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 willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances. This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of the notes. The lengthof any such initial period reflects the structure of the notes, whether our affiliates expect to earn a
profit in connection with our hedging activities, the estimatedcosts of hedging the notes and when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes - The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher 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 Funds"in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notesplus the selling commissionsand thestructuring fee
paid to JPMS and other affiliated or unaffiliated dealers, plus(minus) the projected profits (losses) that our affiliates expect to realize for
assuming risks inherent in hedging our obligations under thenotes, plus theestimated cost of hedging our obligations under thenotes.
SupplementalPlan of Distribution
JPMS, acting asagent for JPMorgan Financial, will pay all of theselling commissions of $17.50 per $1,000 principal amount note it
receives from us to other affiliated or unaffiliated dealers. JPMS, acting as agent for JPMorgan Financial, will also pay all of the
structuring fee of $1.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliateddealers. See "Plan of
Distribution (Conflicts of Interest)" in the accompanying product supplement.
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 beenissued by JPMorganFinancial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master globalnote that represents such notes(the "master note"), and such notes have beendelivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the relatedguarantee will constitutea
valid and binding obligationof JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, conceptsof reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof good faith, fair dealing andthe lack ofbad faith),providedthat such counsel
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressedabove or (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.'s obligation 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 read thispricing supplement together with theaccompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricingsupplement, together with the documents listed below, contains the terms of the notes and supersedes all
PS-15| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You should carefully consider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve 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 documentson the SEC website at www.sec.gov asfollows (or if such addresshas changed, by reviewing our
filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum dated June 3,2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.
PS-16| Structured Investments
Auto CallableContingent InterestNotes Linked to the LeastPerforming of
the iShares®Silver Trust, the Global XUranium ETF and theVanEck® Gold
Miners ETF
Annex A
The Global X Uranium ETF
All information contained in this pricing supplement regarding the Global X Uranium ETF (the "UraniumETF") hasbeen derived from
publicly available information, without independent verification.This information reflects the policiesof,and issubject to change by
Global X Funds®(the "Global X Trust") and Global X Management Company LLC ("GlobalX Management"). Global X Management is
currently the investment adviser to the Uranium ETF. The Uranium ETFis an exchange-traded fund that trades on NYSE Arca, Inc.
under the ticker symbol "URA."
TheUranium ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and
expenses, of the Solactive Global Uranium & Nuclear Components Total Return Index (the"Uranium Index"). The Uranium Indexisa
modified market capitalization-weighted index that is designed to track the performance of companies that have or are expected tohave
business operations or exposure in the uraniumindustry, including uranium mining, exploration, uranium investments andtechnologies
related to the uranium industry.
Global X Management uses a "passive" or indexing approach to try to achieve the Uranium ETF'sinvestment objective. The Uranium
ETF generally willuse a replication strategy. A replication strategy is an indexing strategy that involves investing in the securities of the
Uranium Index in approximately the same proportions as in the UraniumIndex. However, theUranium ETF mayutilize a representative
sampling strategy with respect to the UraniumIndex when a replication strategy might be detrimental or disadvantageous to
shareholders of the Uranium ETF, such as when there are practical difficultiesor substantial costs involved in compiling a portfolioof
equitysecuritiesto replicate theUranium Index, in instances in which a securityin theUraniumIndex becomestemporarily illiquid,
unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the
Uranium ETF but not the Uranium Index.
Tracking error is the divergence of theUraniumETF's performance from that of theUranium Index. Tracking error mayoccur because
of differences between the securities and other instruments held in the UraniumETF's portfolioand those included in theUranium
Index, pricing differences (including differences between a security's price at thelocal market close and theUraniumETF's valuation of
a security at the time of calculation of the UraniumETF's net asset value), transaction costs incurred by theUranium ETF, the Uranium
ETF's holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, taxgains or losses,
changes to theUranium Indexor the coststo theUranium ETF of complying withvarious new or existing regulatory requirements. This
risk may be heightened during times of increased market volatility or other unusual market conditions. Trackingerror also may result
because theUranium ETF incurs feesand expenses, while theUraniumIndex does not. Exchange-traded funds that track indices with
significant weightsinemerging marketsissuersmay experience higher tracking error than other exchange-traded funds that do not
track such indices.
The Global X Trust is a registered investment company that consists of numerous separateinvestment portfolios, including the Uranium
ETF. Information provided to or filed with the SEC by the Global X Trust pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, can be located by reference to the SEC file numbers 333-151713 and 811-22209,
respectively, through the SEC's website at http://www.sec.gov.