JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 13:09
Primary Offering Prospectus - Form 424B2
October 28,2024 Registration Statement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplement no. 4-I datedApril 13, 2023, underlyingsupplement no. 1-I dated April13, 2023, the prospectus and
prospectussupplement, each dated April 13, 2023,and the prospectus addendum datedJune 3, 2024
JPMorganChase FinancialCompanyLLC
Structured Investments
$8,105,000
Callable Contingent Interest Notes Linked to the Lesser
Performing of the S&P 500®Indexand the Russell 2000®
Indexdue November 2, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
•The notes are designed for investors whoseeka Contingent Interest Payment with respect to each Review Date for
whichthe closing level of each of the S&P 500®Index and the Russell 2000® Index, which we refer to as theIndices,is
greater than or equal to 80.00% of its Initial Value, which we refer to as anInterest Barrier.
•The notesmay be redeemed early, in whole but not in part, at our option onany of the Interest Payment Dates (other
than the first, second, third and final Interest Payment Dates).
•The earliest dateon whichthe notes may be redeemed earlyis October 31, 2025.
•Investors should be willing to accept the risk of losingup to 80.00%of their principal and the risk that no Contingent
Interest Payment may bemade with respect to some or all Review Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
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 unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorganChase & Co., as guarantor of the notes.
•Payments on the notes are not linkedto a basket composedof theIndices.Payments on the notesare linkedto the
performance of each of the Indices individually, as described below.
•Minimum denominations of $1,000 and integral multiplesthereof
•The notes priced on October 28, 2024 and are expectedtosettle on or about October 31, 2024.
•CUSIP: 48135U2P4
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 andExchange Commission (the "SEC") nor anystate securitiescommission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or theaccompanying product supplement,
underlying supplement, prospectus supplement, prospectusand prospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$4.50
$995.50
Total
$8,105,000
$36,472.50
$8,068,527.50
(1) See"Supplemental Use of Proceeds" in this pricingsupplementfor information about the components of the priceto public of the
notes.
(2) J.P. Morgan SecuritiesLLC, whichwe refer to as JPMS,actingas agent for JPMorgan Financial, will pay allof the selling
commissions of $4.50 per$1,000principal amount note it receivesfrom us tootheraffiliated or unaffiliateddealers.See "Planof
Distribution (Conflictsof Interest)"in the accompanying productsupplement.
The estimated value of the notes, when the terms of thenotes were set,was $974.60 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in this pricing 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
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices:The S&P 500® Index(Bloomberg ticker:SPX) and the
Russell 2000® Index (Bloomberg ticker:RTY)
Contingent InterestPayments:If the notes have not been
previously redeemed early and theclosinglevel of each Index
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 principalamount note a Contingent
Interest Payment equal to $19.75 (equivalent toa Contingent
Interest Rate of 7.90% per annum, payable at a rate of 1.975%
per quarter).
If the closing level of either Index on any Review Date is less
than its Interest Barrier, no Contingent Interest Payment willbe
made with respect to that Review Date.
Contingent InterestRate:7.90% per annum, payable at a rate
of 1.975%per quarter
Interest Barrier / Buffer Threshold:With respect to each
Index, 80.00% of itsInitial Value, which is4,658.816 for the
S&P 500® Index and 1,795.2544 for the Russell 2000®Index
Buffer Amount: 20.00%
Pricing Date:October 28, 2024
Original Issue Date (Settlement Date):On or about October
31, 2024
Review Dates*:January 28, 2025, April 28, 2025, July 28,
2025, October 28, 2025, January 28, 2026, April 28, 2026, July
28, 2026, October 28, 2026, January 28, 2027, April 28, 2027,
July 28, 2027 and October 28, 2027(final Review Date)
Interest Payment Dates*:January 31, 2025, May1, 2025, July
31, 2025, October 31, 2025, February 2, 2026, May 1, 2026,
July 31, 2026, November 2, 2026, February 2, 2027,May3,
2027, August 2, 2027and the Maturity Date
Maturity Date*:November 2,2027
* Subjectto postponement in theevent of amarket disruption event
and as described under "General Termsof Notes -Postponement
of a DeterminationDate - NotesLinked toMultipleUnderlyings"
and "General Terms ofNotes-Postponement of a PaymentDate"
in theaccompanyingproductsupplement
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, second, third and final Interest Payment Dates) at a price,
for each $1,000 principal amount note, equal to $1,000plusthe
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 Depository Trust
Company, or DTC, at least threebusiness days before the
applicableInterest Payment Date on which the notes are
redeemedearly.
Payment at Maturity:
If the notes have not been redeemed earlyand the Final Value
of each Index is greater than or equal to its Buffer Threshold,
you will receive acash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review
Date.
If the notes have not been redeemed earlyand the Final Value
of either Index is less than its Buffer Threshold, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + [$1,000 × (Lesser PerformingIndex Return + Buffer
Amount)]
If the notes have not been redeemed earlyand the Final Value
of either Index is less than its Buffer Threshold, you will lose
some or most of your principal amount at maturity.
Lesser Performing Index:The Indexwith the Lesser
Performing Index Return
Lesser Performing Index Return: The lower of the Index
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value-Initial Value)
Initial Value
Initial Value:With respect to each Index, the closing level of
that Index on the Pricing Date, which was5,823.52 for the S&P
500® Index and 2,244.068 for the Russell 2000®Index
Final Value: With respect to eachIndex, the closinglevel of
that Index on the final Review Date
PS-2 | Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
Supplemental Terms of the Notes
Any valuesof the Indices, and any values derived therefrom, included in this pricing supplement may be corrected, in theevent of
manifest error or inconsistency, byamendment of this pricingsupplement and the correspondingterms of the notes. Notwithstanding
anything to thecontrary in the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payments in Connectionwith the First, Second and Third Review Dates
Payments in Connectionwith Review Dates (Other than the First, Second, Thirdand Final Review Dates)
Theclosing level of each Indexis greater thanor
equal to its Interest Barrier.
Theclosing level of eitherIndexis less than its
Interest Barrier.
First, Second and Third ReviewDates
Compare the closinglevel of eachIndextoits Interest Barrier on each ReviewDate.
Youwill receivea Contingent Interest Payment onthe
applicable Interest Payment Date.
Proceedto the next ReviewDate.
No Contingent Interest Payment will be madewith respect to
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 be madeonthe
notes.
Compare the closinglevel of eachIndexto its Interest BarrieroneachReviewDateuntil the final ReviewDateor anyearlyredemption.
ReviewDates(Other than the First, Second,Third and FinalReviewDates)
EarlyRedemption
Theclosinglevel of each Indexis
greaterthan or equal toits
Interest Barrier.
Theclosinglevel of either Indexis
less thanits Interest Barrier.
You will receive a Contingent Interest
Payment onthe 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 $1,000on the applicable
Interest Payment Date.
No furtherpayments will bemade onthe
notes.
PS-3 | Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
Payment at MaturityIf the Notes Have Not Been Redeemed Early
Total Contingent Interest Payments
The table below illustrates thehypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notesbasedon the Contingent Interest Rate of7.90% per annum, depending on how many Contingent Interest Payments are made
prior toearly redemption or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
12
$237.00
11
$217.25
10
$197.50
9
$177.75
8
$158.00
7
$138.25
6
$118.50
5
$98.75
4
$79.00
3
$59.25
2
$39.50
1
$19.75
0
$0.00
Review Dates Precedingthe
Final Review Date
You will receive (a)$1,000 plus (b) the
Contingent Interest Payment
applicable to thefinal ReviewDate.
Thenotes havenot been
redeemedearlyprior to the
final ReviewDate.
Proceedto maturity
Final ReviewDatePaymentat Maturity
TheFinal Valueof eachIndexis greater than or
equal toits Buffer Threshold.
You will receive:
$1,000 + [$1,000 × (Lesser Performing
IndexReturn + Buffer Amount)]
Under thesecircumstances, you will
lose some or most of yourprincipal
amount at maturity.
TheFinal Valueof either Indexis less thanits
Buffer Threshold.
PS-4 | Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
Hypothetical Payout Examples
The followingexamples illustratepayments on the noteslinked to twohypothetical Indices, assuming a range of performances for the
hypothetical Lesser PerformingIndex on the Review Dates. Each hypothetical payment set forth below assumes that the closing
level of theIndexthat is not the Lesser Performing Indexon each Review Date is greater than or equal to itsInitial Value (and
therefore itsInterest Barrier andBuffer Threshold).
In addition, the hypothetical paymentsset forth below assume the following:
•the notes have not been redeemedearly;
•an Initial Value for the Lesser PerformingIndex of100.00;
•an Interest Barrier and a Buffer Threshold for the Lesser PerformingIndex of 80.00 (equal to 80.00% of its hypothetical Initial
Value);
•a Buffer Amount of 20.00%; and
•a Contingent Interest Rate of 7.90% per annum.
The hypotheticalInitial Valueof the Lesser PerformingIndexof 100.00has been chosen for illustrative purposes only and does not
represent the actual Initial Value of either Index.The actualInitial Value of eachIndexis the closing level of that Indexon the Pricing
Date and is specified under "Key Terms-Initial Value" in thispricing supplement.For historical data regarding the actualclosing
levelsof each Index, pleasesee the historical information set forthunder "The Indices"in thispricing supplement.
Each hypothetical payment set forthbelow isfor illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes.The numbers appearing in the following examples have been rounded for ease of analysis.
Example1 - Notes have NOT been redeemed early and theFinal Value of the Lesser Performing Index is greater than or
equal to itsBuffer Threshold.
Date
ClosingLevel of Lesser
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
95.00
$19.75
Second Review Date
85.00
$19.75
Third throughEleventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,019.75
Total Payment
$1,059.25(5.925% return)
Because the notes have not been redeemedearly and the Final Value of the Lesser PerformingIndexisgreater than or equalto its
Buffer Threshold, the payment at maturity, for each $1,000 principal amount note, will be $1,019.75 (or $1,000 plus the Contingent
Interest Payment applicable to the final Review Date).When added to theContingent Interest Payments received with respect tothe
prior Review Dates, the total amount paid, for each $1,000 principal amount note, is$1,059.25.
Example 2- Notes have NOT been redeemed early and theFinal Value of the Lesser Performing Index is less than its Buffer
Threshold.
Date
ClosingLevel of Lesser
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third throughEleventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$600.00
Total Payment
$600.00 (-40.00% return)
Because the notes have not been redeemedearly, the FinalValueof the Lesser Performing Index is less than its Buffer Threshold and
the Lesser PerformingIndex Returnis -60.00%, the paymentat maturity will be $600.00 per$1,000 principal amount note, calculated
as follows:
$1,000 + [$1,000 × (-60.00% + 20.00%)]= $600.00
PS-5 | Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
The hypothetical returns and hypothetical payments on the notesshown above applyonlyif you hold thenotes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with anysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above would likely be lower.
Selected Risk Considerations
An investment in the notes involvessignificant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanyingprospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not been redeemed early and the Final Value of either Index
is less than itsBuffer Threshold, you will lose1% of the principal amount of your notes for every 1% that the Final Value of the
Lesser Performing Index is less than its Initial Valuebymore than 20.00%. Accordingly, under these circumstances, you will lose
up to 80.00% of your principalamount 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 level of each Indexon that Review Date is greater than or equal to its Interest Barrier. If theclosing level of eitherIndex on
that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Accordingly, if the closing level of either Index on each Review Date is less than its Interest Barrier, you willnot receive any interest
payments over the term of thenotes.
•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, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were todefault on our payment
obligations, you may not receive any amounts owed toyouunder the notes and you could lose your entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiaryof JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make 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 expectedto havesufficient resources to meet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments tous and we are unable to make
payments on the notes, you may have toseek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciationof either Index, which may be significant. You will not participatein any appreciationof either Index.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments on the notes are not linkedto a basket composedof theIndices and are contingent upon the performance of each
individual Index. Poor performance by either of the Indices over the term of the notes maynegativelyaffect whether you will
receive a Contingent Interest Payment on any Interest Payment Date andyour payment at maturity and will not be offset or
mitigated by positive performanceby the other Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMINGINDEX.
•THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeem your notes early, the term of the notesmaybe reduced to as short as approximatelyoneyear and you will not
receive any Contingent Interest Payments after the applicable Interest Payment Date.There isno guarantee that you would be
PS-6 | Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
similar levelof risk. Even in cases where we elect to redeem your notes beforematurity, youare not entitled to any feesand
commissions described onthe front cover of this pricingsupplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS INTEREST BARRIER OR BUFFER THRESHOLD
IS GREATER IF THE LEVELOF THAT INDEX IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belisted onanysecurities exchange. Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy the notes. Youmay not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay a varietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse toyour interests as an investor in the notes. It ispossiblethat hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
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 the notes is only an estimate determined by reference to several factors. The original issuepriceof the
notes exceedsthe estimated value of the notes becausecosts associated withselling, structuring and hedging the notesare
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging
our obligationsunder the notes. See "The Estimated Valueof the Notes" in this 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 determination of the estimated value of the notes may differ from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedby JPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability 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 potentialchanges to that rate may havean adverse effect on the terms of the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof 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 generally expect that some of the costs included in the original issue price of the notes will bepartiallypaid 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.
See"Secondary Market Prices of the Notes"in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during thisinitial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
PS-7 | Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket pricesof the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structured debt issuances and,
also, because secondary market pricesmay exclude selling commissions, projected hedging profits, if any, and estimatedhedging
costs that are included in the original issue price of thenotes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Any sale 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 levelsof the Indices. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price
for thenotes, which mayalsobe reflected on customer account statements. This price may be different (higher or lower)than the
price of the notes, if any, atwhich JPMS may be willing to purchase your notes in the secondarymarket. See"Risk Factors-
Risks Relating to the Estimated Value and SecondaryMarket Prices of theNotes - Secondarymarket prices of the notes will be
impacted by many economic and market factors"in the accompanying product supplement.
Risks Relating to the Indices
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the S&P 500® Index.
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000®INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies.Small capitalization companies are less likely to paydividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
PS-8 | Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
The Indices
The S&P 500® Index consistsof stocks of 500 companies selected to provide a performance 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 Russell 2000® Index consistsof the middle 2,000companies included in the Russell 3000E™ Indexand, asa result of the index
calculation methodology, consistsof the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000® Index is
designed to track the performanceof the small capitalizationsegment of the U.S. equitymarket.For additional information about the
Russell 2000® Index, see"Equity Index Descriptions-The Russell Indices" in the accompanying underlyingsupplement.
Historical Information
The following graphs set forth the historical performance of each Indexbased onthe weekly historical closinglevels fromJanuary4,
2019 through October 25, 2024.The closing levelof the S&P 500®Indexon October 28, 2024 was5,823.52. The closing levelof the
Russell 2000® IndexonOctober 28, 2024was2,244.068. We obtained the closinglevels above and below from the Bloomberg
Professional® service ("Bloomberg"), without independent verification.
The historical closing levels of each Index should not be taken asan indication of future performance, and no assurance can begiven
as to the closing level of either Indexon any Review Date. There can be no assurance that the performance of the Indices will result in
the return of any of your principal 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 any interest.
PS-9 | Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanyingproduct
supplement no. 4-I. In determining our reporting responsibilities weintend to treat (i) thenotes for U.S. federal income tax purposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences -TaxConsequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment,but that there are other
reasonable treatments that the IRS or acourt may adopt, in whichcase the timing and character of anyincome or loss on thenotes
could be materially affected. In addition, in 2007 Treasuryand 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 theirinvestment. 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 issues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying
product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under 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 presented by the notice described above.
Non-U.S. Holders-Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 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
applicableincome tax treatyunder an "other income" or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order toclaiman 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 are a Non-U.S. Holder, you shouldconsultyour taxadviser regarding the tax treatment
of the notes, includingthe possibility of obtaining a refund of any withholding tax and thecertification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan 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 excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinationsmade by us, our special tax counselisof 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 to payany 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 supplementisequal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component withthe same maturityasthe notes, valued usingthe internal funding
rate described below, and (2) the derivative or derivatives underlying theeconomic terms of the notes.The estimated valueof the
notesdoes 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 the determination of theestimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybe based on, among other things, ourand our affiliates'view of the funding value of the notes as well as thehigherissuance,
operational and ongoingliability management costs of thenotes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. 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 any secondary market
prices of the notes. For additionalinformation, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
PS-10| Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
Secondary Market Prices of the Notes- The Estimated Valueof the NotesIs Derived byReference toanInternal Funding Rate" in this
pricing supplement.
The value of thederivative or derivatives underlying the economic terms of thenotes is derived from internal pricing modelsof our
affiliates.These models are dependent on inputssuch as the traded market prices of comparable derivative instrumentsand on
various other inputs, some of which aremarket-observable, and which can include volatility, 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 terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptions may prove to be incorrect.On
future dates, the value 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 willingto buy notesfromyou in secondary market transactions.
The estimated value of the notes is lowerthan the original issue price of the notes because costs associatedwith selling, structuring
and hedging the notes areincludedin the original issueprice of the notes.These costsinclude 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 estimatedcost of hedging our obligationsunder thenotes.Becausehedging our
obligations entails riskand may be influenced by market forces beyond our control, this hedging may result in a profit that ismore or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under thenotes may be
allowed to other affiliatedor unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.See
"Selected Risk Considerations - Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes- The Estimated
Value of the Notes Is 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 be impacted 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 initialpredetermined period.These costscanincludeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimatedhedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of six months andone-half of the
stated term of the notes.The lengthof any such initial period reflects the structure of the notes, whether our affiliates expect toearn a
profit inconnection with our hedging activities, the estimated costs 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 Thanthe 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" inthis pricing supplement for an illustration of therisk-return
profile of the notes and"The Indices"in thispricingsupplement for a description of the market exposure provided by the notes.
The originalissue price of the notes is equal tothe estimated value of the notesplus the selling commissions paid toJPMS 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 the notes, plus the estimated cost of hedging our obligations under the notes.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial andJPMorgan Chase & Co., when the
notesoffered by this pricing supplement have beenissued by JPMorgan Financialpursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions fromJPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents suchnotes(the "master note"), and such notes have beendelivered against payment as
contemplated herein, such noteswill be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicablebankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
PS-11| Structured Investments
Callable Contingent Interest Notes Linkedto the Lesser Performingof the
S&P 500®Index and the Russell2000®Index
applicability (including, without limitation, conceptsof good faith, fair dealing and the lack ofbad faith),provided that such counsel
expresses no opinionas to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed above or (ii) any provision of the indenture thatpurports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicablelaw by limiting the amount of JPMorgan Chase & Co.'sobligationunder the related guarantee.
Thisopinion is given as of thedate hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and delivery of the indenture andits authentication of the master note and the validity, binding nature
and enforceabilityof the indenture with respect to the trustee, allas stated in the letter of such counsel dated February 24, 2023, which
was filed asan exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
Additional Terms Specific to the Notes
You should readthispricing supplement together with theaccompanyingprospectus, as supplemented by theaccompanying
prospectus supplement relating to our SeriesA medium-term notes of which these notes are a part, the accompanyingprospectus
addendum and the more detailed information contained inthe accompanyingproduct 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 materialsincludingpreliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materials of
ours.You should carefully consider, among other things, the matters set forth in the "RiskFactors" sectionsof theaccompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve risksnot 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 reviewingour
filings for the relevant dateonthe SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlyingsupplement no. 1-IdatedApril 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 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 thispricing
supplement,"we,""us"and"our" refer to JPMorgan Financial.