JPMorgan Chase & Co.
10/29/2024 | Press release | Distributed by Public on 10/29/2024 13:11
Primary Offering Prospectus - Form 424B2
October 25, 2024RegistrationStatement Nos.333-270004and 333-270004-01; 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 June3, 2024
JPMorganChase Financial Company LLC
Structured Investments
$250,000
Callable Contingent InterestNotes Linked to the Least
Performing of the Nasdaq-100 Index®, the S&P 500® Index
and the Utilities Select Sector SPDR® Funddue October 29,
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 valueof each of the Nasdaq-100 Index®, the S&P 500® Index and theUtilities Select Sector SPDR®
Fund, which we refer to as theUnderlyings, isgreater than or equal to 80.00% of itsInitialValue, which we refer to as an
Interest Barrier.
•The notesmay be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other
than the firstthrough fifth and finalInterest Payment Dates).
•The earliest date on which the notes may be redeemed earlyisApril 30, 2025.
•Investors should be willing toaccept the risk of losing up to 80.00% of their principal and the risk that no Contingent
Interest Payment may be made with respect to some or all Review Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
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 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 theUnderlyings. Payments on the notes are linked to the
performance of each of theUnderlyings individually, asdescribed below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notespriced on October 25, 2024 and are expected tosettleon or about October 30, 2024.
•CUSIP: 48135U5P1
Investing in thenotes involvesa number of risks. See"Risk Factors" beginning on pageS-2 oftheaccompanying prospectus
supplement, Annex A to the accompanying prospectus addendum,"Risk Factors" beginning on page PS-11of the
accompanying productsupplement and "Selected Risk Considerations" beginning onpage PS-5 of this pricingsupplement.
Neither the Securities and Exchange Commission(the"SEC")noranystatesecurities commission has approvedor disapproved ofthe
notesor passed upon the accuracy or theadequacy ofthispricingsupplement or the accompanying product supplement,underlying
supplement,prospectussupplement, prospectusandprospectusaddendum. Anyrepresentation to the contraryis a criminaloffense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$9
$991
Total
$250,000
$2,250
$247,750
(1)See"Supplemental Use ofProceeds"in this pricing supplement for informationabout thecomponentsof the price topublicofthe
notes.
(2)J.P. MorganSecuritiesLLC, which we refer toas JPMS, acting as agentfor JPMorgan Financial, will payallof the selling
commissions of $9.00per $1,000 principal amount note it receives from usto other affiliated orunaffiliated dealers. See "Plan of
Distribution (Conflicts of Interest)" in the accompanyingproductsupplement.
Theestimated value of the notes, whenthe terms of the notes were set, was $978.90 per$1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by theFederal Deposit Insurance Corporation or any other governmentalagencyand
arenot obligationsof, or guaranteed by, a bank.
PS-1| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: TheNasdaq-100 Index®(Bloomberg ticker:
NDX), the S&P 500® Index (Bloomberg ticker: SPX) (each of
the Nasdaq-100 Index®and the S&P 500® Index, an "Index"
and collectively, the "Indices") and the Utilities Select Sector
SPDR® Fund (Bloomberg ticker: XLU) (the "Fund") (each of the
Indices and the Fund, an "Underlying" and collectively, the
"Underlyings")
Contingent InterestPayments:If the notes have not been
previously redeemed earlyand theclosing value of each
Underlying on any Review Date isgreater than or equal to its
Interest Barrier, you will receive on the applicableInterest
Payment Date for each $1,000 principal amount note a
ContingentInterest Payment equalto$6.7917 (equivalent to a
ContingentInterest Rate of 8.15% per annum, payable at a rate
of 0.67917% per month).
If the closing value of any Underlying 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:8.15% per annum, payable at a rate
of 0.67917% per month
Interest Barrier/ Buffer Threshold:With respect to each
Underlying, 80.00% of its Initial Value, which is16,281.616 for
theNasdaq-100 Index®, 4,646.496 for the S&P 500® Index and
$64.304for the Fund
Buffer Amount:20.00%
Pricing Date: October 25, 2024
Original Issue Date (Settlement Date): On or about October
30, 2024
Review Dates*: November 25, 2024, December 26, 2024,
January27, 2025, February 25, 2025, March 25, 2025, April 25,
2025, May 27, 2025, June 25, 2025, July25, 2025, August 25,
2025, September 25, 2025, October 27, 2025, November 25,
2025, December 26, 2025, January 26, 2026, February 25,
2026, March 25, 2026, April 27, 2026, May 26, 2026, June 25,
2026, July 27, 2026, August 25, 2026, September 25, 2026and
October 26, 2026(final Review Date)
Interest Payment Dates*: November 29, 2024, December 31,
2024, January 30, 2025, February28, 2025, March 28, 2025,
April 30, 2025, May 30, 2025, June 30, 2025, July 30, 2025,
August 28, 2025, September 30, 2025, October 30, 2025,
December 1, 2025, December 31, 2025, January 29, 2026,
March 2, 2026, March 30, 2026, April 30, 2026, May 29, 2026,
June 30, 2026, July 30, 2026, August 28, 2026, September 30,
2026 and theMaturity Date
Maturity Date*: October 29, 2026
* Subject to postponement in theevent of amarket disruptionevent
and as describedunder"General Terms of Notes - Postponement
of a Determination Date - NotesLinked toMultipleUnderlyings"
and "General Terms of Notes-Postponement ofaPaymentDate"
in theaccompanying productsupplement
Early Redemption:
We, at our election, may redeem the notesearly, in whole but
not in part, on any of theInterest Payment Dates (other than the
first through fifth and final Interest Payment Dates) at a price,
for each $1,000 principal amount note, equal to(a) $1,000 plus
(b) the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The DepositoryTrust
Company, or DTC, at least three business days before the
applicable Interest Payment Date on which the notes are
redeemedearly.
Payment at Maturity:
If the notes have not been redeemed earlyand the Final Value
of each Underlying is greater than or equal to itsBuffer
Threshold, you will receivea cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Paymentapplicable to the final Review
Date.
If the notes have not been redeemed earlyand the Final Value
of anyUnderlyingisless than itsBuffer Threshold, your
payment at maturity per $1,000 principal amount note will be
calculatedasfollows:
$1,000 + [$1,000 ×(Least PerformingUnderlying Return+
Buffer Amount)]
If the notes have not been redeemed earlyand the Final Value
of anyUnderlyingisless than itsBuffer Threshold, you will lose
some or most of your principal amount at maturity.
Least Performing Underlying: The Underlying with theLeast
Performing UnderlyingReturn
Least Performing Underlying Return: The lowestof the
Underlying Returnsof the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachUnderlying, the closing value
of thatUnderlyingon the Pricing Date, which was 20,352.02for
theNasdaq-100 Index®, 5,808.12 for the S&P 500® Indexand
$80.38 for the Fund
Final Value: With respect to eachUnderlying, the closingvalue
of thatUnderlyingon the finalReview Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining theclosing value of the Fund and is
set equal to 1.0on the PricingDate. The Share Adjustment
Factor is subject to adjustment upon the occurrenceof certain
events affecting the Fund. See "The Underlyings -Funds-
Anti-Dilution Adjustments" in the accompanyingproduct
supplement for further information.
PS-2| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
Supplemental Terms of the Notes
Any valuesof the Underlyings, 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 Connectionwith the First through Fifth Review Dates
Payments in Connectionwith Review Dates (Other than the First through Fifth and Final Review Dates)
Theclosing valueof each Underlyingis greaterthan
orequal toits Interest Barrier.
Theclosing valueof anyUnderlying is less thanits
Interest Barrier.
First through Fifth ReviewDates
Comparetheclosing valueof each Underlying toits Interest Barrier on each Review Date.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceedto the next ReviewDate.
No Contingent Interest Payment will be made with respectto
the applicable ReviewDate.
Proceedto the next ReviewDate.
You will receive (a)$1,000 plus (b)a
Contingent Interest Payment on the
applicable Interest Payment Date.
No further payments will bemade on the
notes.
Comparetheclosing valueof each Underlying toits Interest Barrier on each ReviewDate until the final ReviewDate or anyearlyredemption.
Review Dates (Other than theFirst through Fifth and Final ReviewDates)
EarlyRedemption
Theclosing valueof each
Underlying is greater thanor
equal toits Interest Barrier.
Theclosing valueof any
Underlying is lessthanits Interest
Barrier.
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceedto the next ReviewDate.
No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceedto the next ReviewDate.
No EarlyRedemption
You will receive $1,000 on theapplicable
Interest Payment Date.
No further payments will bemade on the
notes.
PS-3| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
Payment at MaturityIf the Notes Have Not Been Redeemed Early
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000principal amount note over the term of the
notes based on the Contingent Interest Rate of8.15% per annum, depending on how many Contingent Interest Payments are made
prior to early redemptionor maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
24
$163.0000
23
$156.2083
22
$149.4167
21
$142.6250
20
$135.8333
19
$129.0417
18
$122.2500
17
$115.4583
16
$108.6667
15
$101.8750
14
$95.0833
13
$88.2917
12
$81.5000
11
$74.7083
10
$67.9167
9
$61.1250
8
$54.3333
7
$47.5417
6
$40.7500
5
$33.9583
4
$27.1667
3
$20.3750
Review DatesPrecedingthe
Final Review Date
Youwill receive(a) $1,000plus (b) the
Contingent Interest Payment
applicable to the final ReviewDate.
Thenotes have not been
redeemedearlypriorto the
final ReviewDate.
Proceedto maturity
Final ReviewDatePaymentat Maturity
TheFinal Value of each Underlying is greater
than or equal toits BufferThreshold.
You will receive:
$1,000 + [$1,000 × (Least Performing
Underlying Return+ Buffer Amount)]
Under thesecircumstances, youwill
lose some or most of your principal
amount at maturity.
TheFinal Value of anyUnderlying is lessthan its
Buffer Threshold.
PS-4| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
2
$13.5833
1
$6.7917
0
$0.0000
Hypothetical Payout Examples
The followingexamples illustratepayments on the notes linked to threehypothetical Underlyings, assuming a range of performances
for thehypothetical Least Performing Underlying on the Review Dates.Each hypothetical payment set forth below assumes that
the closing value of the Underlying that is not the Least Performing Underlying on each Review Date is greater than or equal
to its Initial Value (and therefore its Interest Barrier and Buffer Threshold).
In addition, thehypothetical paymentsset forth below assume the following:
•the notes have not been redeemedearly;
•an Initial Value for theLeast Performing Underlying of 100.00;
•an Interest Barrier anda Buffer Threshold for the Least Performing Underlyingof 80.00 (equal to 80.00%of its hypothetical Initial
Value);
•a Buffer Amount of 20.00%; and
•a Contingent Interest Rate of 8.15% per annum.
The hypothetical Initial Value of the Least Performing Underlying of 100.00has been chosen for illustrative purposesonlyand does not
represent the actual Initial Value of any Underlying. The actual Initial Value of each Underlying is the closingvalue of that Underlying
on the Pricing Dateand isspecified under "KeyTerms-Initial Value" in this pricing supplement. For historical data regarding the
actualclosing values of each Underlying, please see the historical information set forthunder "The Underlyings" in this pricing
supplement.
Each hypothetical payment setforthbelow 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.
Example1 - Notes have NOT been redeemed earlyand theFinal Value of the Least PerformingUnderlyingisgreater than or
equal to its Buffer Threshold.
Date
Closing Value of Least
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
95.00
$6.7917
Second Review Date
85.00
$6.7917
Third through Twenty-Third
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,006.7917
Total Payment
$1,020.375 (2.0375% return)
Because the notes have not been redeemed early and the Final Value of the Least Performing Underlyingis greater than or equal to its
Buffer Threshold, the payment at maturity, for each $1,000 principal amount note, will be $1,006.7917(or $1,000 plus the Contingent
Interest Payment applicable to the final Review Date).When added to the Contingent Interest Payments received with respect tothe
prior Review Dates, the total amount paid, for each $1,000 principal amount note, is$1,020.375.
Example2 - Notes have NOT been redeemed earlyand theFinal Value of the Least PerformingUnderlying is less than its
Buffer Threshold.
Date
Closing Value of Least
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third through Twenty-Third
Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$600.00
Total Payment
$600.00 (-40.00% return)
PS-5| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
Because the notes have not been redeemed early, the FinalValueof the Least Performing Underlying is lessthanits Buffer Threshold
and the Least Performing Underlying Returnis -60.00%, the payment at maturity will be $600.00 per $1,000 principal amount note,
calculatedasfollows:
$1,000 + [$1,000 × (-60.00% + 20.00%)]= $600.00
The hypothetical returnsand hypothetical payments on thenotesshown above apply only if you hold thenotes for their entireterm.
These hypotheticals do not reflect the fees or expenses that would be associated withany sale in the secondary market.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above would likely be lower.
Selected Risk Considerations
An investment in thenotesinvolves significant risks. These risks are explained in more detail in the"Risk Factors"sections of the
accompanyingprospectus supplementand product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not beenredeemed earlyand the Final Value of any
Underlying is lessthan itsBuffer Threshold, you willlose 1% of theprincipalamount of your notes for every 1% that the Final Value
of the Least Performing Underlying is less than itsInitial Value bymore than20.00%. Accordingly, under these circumstances, you
will lose up to 80.00% of yourprincipal 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 redeemed early, we will make a Contingent Interest Payment with respect toa Review Date only if the
closing valueof each Underlying on that Review Date is greater than or equal to its Interest Barrier. If the closing value of any
Underlying on that Review Date isless than its Interest Barrier, no Contingent Interest Payment willbemade with respect to that
Review Date. Accordingly, if the closing value of any Underlying on each Review Date is lessthan its Interest Barrier, you will not
receive any interest paymentsover the termof the notes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we andJPMorgan 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 fromJPMorgan 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 tomeet 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
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 Underlying, which maybe significant. You will not participate in any appreciationofany
Underlying.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments onthenotes are not linked to abasket composed of theUnderlyings and are contingent upon the performance of each
individualUnderlying. Poor performance by any of the Underlyingsover the term of the notesmaynegatively affect whether you
will receivea Contingent Interest Payment on any Interest Payment Date andyour payment at maturity and will not beoffset or
mitigated by positive performancebyany otherUnderlying.
PS-6| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING.
•THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeem your notesearly, the term of the notesmaybe reduced to as short as approximatelysix months and you will
not receive any Contingent Interest Payments after the applicable Interest Payment Date. There isno guarantee that you would 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 wherewe elect to redeem your notes before maturity, you are not entitled to any fees and
commissions described on the front cover of this pricingsupplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING
OR HAVE ANY RIGHTS WITH RESPECT TOTHE FUND OR THOSE SECURITIES.
•THE RISK OF THE CLOSINGVALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR BUFFER
THRESHOLD IS GREATER IF THE VALUE OF THAT UNDERLYING 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 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 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 whilethe
value of the notes declines. Please refer to"Risk Factors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of thenotes is only anestimate determined by reference to several factors. The original issue priceof the
notes exceedsthe estimatedvalueof the notes because costs associated withselling, structuring and hedging the notesare
included in the original issue price of the notes. Thesecosts includethe selling commissions, the projectedprofits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesand the estimated cost ofhedging
our obligations under the notes. See"The Estimated Valueof the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricingsupplement.
•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 byJPMorgan 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
secondary market prices of the notes. See "The Estimated Valueof the Notes" in thispricing supplement.
PS-7| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
•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 pricingsupplement for additional information 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 pricesof the notes willlikely be lower than the original issue price of the notes because, among other
things, secondarymarket prices take 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 theoriginal 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 secondary market transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould 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,projected hedging profits, if any, estimated hedging
costs and the valuesof the Underlyings. Additionally, independent pricing vendors and/or third party broker-dealersmay publisha
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 whichJPMS may be willing to purchase your notesin the secondary market. See"Risk
Factors - Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes - Secondary market prices of the
notes will beimpactedbymany economic and market factors" in the accompanying product supplement.
Risks Relating tothe Underlyings
•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 takinganycorporate action that might affect
the level ofthe 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 thehome countries of the issuers of
those non-U.S. equity securities.
•THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund issubject tomanagement risk, which is the risk that theinvestment strategies ofthe Fund's investment adviser, the
implementation of which is subject to anumber of constraints, may not produce the intended results. Theseconstraintscould
adversely affect the market price of the sharesof the Fund and, consequently, thevalue ofthe notes.
•THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (asdefined under "The Underlyings" below) and may holdsecurities different
from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transactioncostsand
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 the Fund and its Underlying Index. In addition, corporateactions with respect to the equity securities
underlying the Fund (such asmergers and spin-offs) mayimpact thevariance between the performances of the Fund and its
Underlying Index. Finally, because the sharesof the Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of the Fund maydiffer from the net asset value per shareof the Fund.
During periodsof market volatility, securities underlying the Fund may be unavailable in thesecondarymarket, market participants
maybe unable to calculate accurately thenet asset value per share of the Fund and theliquidity of the Fund may be adversely
affected. This kind of market volatility mayalso disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility mayadversely affect, sometimes materially, the prices at which market participants are willing to buyand
PS-8| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
sell shares of the Fund. Asa result, under these circumstances, the market value of shares of the Fund mayvary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund maynot correlate
with the performance of its UnderlyingIndex as well as the net asset value per share of the Fund, which could materiallyand
adversely affect the value of the notes in the secondary market and/or reduce any paymenton the notes.
•RISKS ASSOCIATED WITH THE UTILITIES SECTOR WITH RESPECT TO THE FUND -
All or substantially all of theequitysecurities held by theFund are issued bycompanies whoseprimaryline of business is directly
associated with theutilitiessector. As a result, the value of the notesmay be subject to greater volatility and be more adversely
affectedbya single economic, political or regulatoryoccurrenceaffecting thissector than a different investment linked tosecurities
of a morebroadlydiversified group of issuers. Utilitycompanies areaffected by supply and demand, operating costs, government
regulation, environmental factors, liabilities for environmental damage and general civil liabilities and ratecaps or ratechanges.
Although rate changes of a regulated utility usually fluctuatein approximate correlation with financing costs, due to political and
regulatory factors, rate changes ordinarily occur only following a delay after the changes in financing costs.This factor will tend to
favorably affect a regulated utilitycompany's earnings and dividends in timesof decreasing costs, but conversely, will tend to
adversely affect earnings anddividends when costs are rising. The value of regulated utility equity securitiesmaytend to have an
inverse relationship to the movement of interest rates. Certain utility companies have experienced fullor partial deregulation in
recent years. These utility companies are frequently more similar to industrial companies in that they are subject to greater
competition and have beenpermitted by regulators to diversify outside of their original geographic regions and their traditional lines
of business.These opportunities may permit certain utilitycompanies toearn more than their traditional regulated ratesof return.
Some companies, however, may be forced to defend their core business and may be less profitable.In addition, natural disasters,
terrorist attacks, government intervention or other factors may render autility company's equipment unusable or obsoleteand
negativelyimpact profitability.Among the risks that may affect utilitycompanies are the following: risksof increases in fuel and
other operating costs; the high cost of borrowing to finance capital construction duringinflationary periods; restrictions on
operations and increased costs and delays associated with compliance with environmentaland nuclear safety regulations; and the
difficulties involved in obtaining naturalgas for resale or fuel for generating electricity at reasonableprices. Other risksinclude
those related to the construction and operation of nuclear power plants, theeffects of energy conservation and the effects of
regulatory changes.These factors could affect the utilities sector and couldaffect the value of the equity securities heldbythe
Fund and the price of theFund during the term of the notes, whichmay adversely affect the value of your notes.
•THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent willmake adjustments to the Share Adjustment Factor for certain events affecting the shares of theFund.
However, the calculation agent will not make an adjustment in response to all events that couldaffect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes maybemateriallyand
adversely affected.
PS-9| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
The Underlyings
The Nasdaq-100 Index®isa modified market capitalization-weighted index of 100 of the largest non-financialsecurities listed on The
Nasdaq StockMarket based on market capitalization. For additional information about the Nasdaq-100 Index®, see "Equity Index
Descriptions -The Nasdaq-100 Index®" in the accompanying underlying supplement.
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 Fund is an exchange-traded fund of the Select Sector SPDR®Trust, a registered investment company, that seeks toprovide
investment results that, before expenses, correspond generally to the price and yield performance of publicly traded equity securities of
companiesin the Utilities Select Sector Index, which we refer to as the Underlying Index with respect to the Fund. The Utilities Select
Sector Index is acapped modifiedmarket capitalization-based index that measures the performance of the GICS®utilities sector of the
S&P 500® Index, which currently includescompanies in the following industries: electric utilities; water utilities; multi-utilities;
independent power and renewable electricity producers; and gas utilities. For additional information about the Fund, see"Fund
Descriptions- The Select Sector SPDR®Funds" in the accompanying underlying supplement.
Historical Information
The following graphsset forththe historical performance of each Underlying based on the weekly historical closing values from January
4, 2019 through October 25, 2024.The closing value of the Nasdaq-100 Index®on October 25, 2024 was 20,352.02. The closing
value of the S&P 500® Index on October 25, 2024 was 5,808.12. Theclosing value of the Fund on October 25, 2024 was $80.38.We
obtained the closing valuesaboveand below from the Bloomberg Professional® service ("Bloomberg"), without independent verification.
The closing values of theFund above and below may have been adjusted by Bloomberg for actions takenby the Fund, such as stock
splits.
Thehistoricalclosing values of each Underlyingshouldnot be taken as an indication of future performance, and no assurance can be
given as tothe closing value of anyUnderlying on any Review Date.There can beno assurance that the performance of the
Underlyings will result in the return of any of yourprincipal amount in excess of $200.00 per $1,000 principal amount note, subject to
the credit risks of JPMorgan Financialand JPMorgan Chase & Co., or the payment of anyinterest.
PS-10| StructuredInvestments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
PS-11| StructuredInvestments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
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
describedin 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 believethat 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 commentson a number of related
topics, including the character of income or loss with respect to these instruments and the relevance of factors such as the nature of the
underlying property to which the instruments are linked. While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issuescould materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. The discussions above andin 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.
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. withholdingtax (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 generally at a rate of 30% or at a reduced ratespecified by 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 toclaiman exemptionfrom, 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 taxadviser 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 from thescope of Section 871(m) instruments issuedprior to January
1, 2025 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 determinationsmade 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 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 should consult 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
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of the values of the following
hypothetical components: (1) a fixed-income debt component withthe samematurityasthe notes, valued using the internal funding
rate describedbelow, 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 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 conventionalfixed 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
PS-12| StructuredInvestments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
Secondary Market Pricesof the Notes-The Estimated Value of the NotesIs Derived by Reference toanInternal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.These models are 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 includevolatility, dividend rates, interest rates and other
factors, as well as assumptions about futuremarket events and/or environments.Accordingly, theestimated 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 notes does 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 thanthe 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 rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notes fromyou in secondarymarket transactions.
Theestimated value of the notesis lower than the originalissue price of the notesbecause costs associatedwithselling,structuring
and hedging the notes are included in the original issue price of the notes.These costs include 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 hedging our
obligations entails riskand may be influenced by market forces beyond our control, thishedging 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
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 Secondary Market Prices of the Notes-The Estimated
Value of the NotesIs Lower Than the Original Issue Price (Price to Public) of the Notes"in thispricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any 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 beimpacted bymany
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 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 and one-half of the
stated term of the notes.The lengthof any such initial period reflects the structure of thenotes, 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-returnprofile and market exposure provided by the
notes.See"How the Notes Work" and "Hypothetical Payout Examples"in this pricingsupplement for an illustration of therisk-return
profile of the notes and "The Underlyings"in this pricing supplement for a description of themarket exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid toJPMS 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 theopinion 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 JPMorgan Financialpursuant 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 constitutea
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
PS-13| StructuredInvestments
Callable ContingentInterest Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the S&P 500®Indexand the UtilitiesSelect Sector
SPDR® Fund
applicability (including, without limitation, conceptsof good faith, fair dealing andthe lack 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
conclusionsexpressedabove or (ii) any provision of the indenture that purports to avoid the effect offraudulent 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 thevalidity, 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 supplement together 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 inthe accompanying product supplement and the accompanying underlying
supplement.This pricing supplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materials of
ours. You shouldcarefullyconsider, among other things, the matters set forth in the "Risk Factors"sections of the accompanying
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 urgeyou 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.govasfollows (or if such addresshas changed, by reviewingour
filings for the relevant date on the SEC website):
•Product supplement no. 4-Idated 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 is 19617.As used in this pricing
supplement,"we,""us"and "our"refer to JPMorgan Financial.