JPMorgan Chase & Co.

10/31/2024 | Press release | Distributed by Public on 10/31/2024 13:36

Primary Offering Prospectus - Form 424B2

October 29, 2024
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-Idated April 13, 2023, the prospectus and
prospectussupplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$1,420,000
Review Notes Linked to the Lesser Performing of the
Nikkei 225 Index and the S&P 500®Index due
November 1, 2029
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on any Review Date, the closing
level of each of the Nikkei 225Index and the S&P 500®Index, which we refer to as theIndices, is at or above its Call Value.
●The earliest dateon which anautomatic call may be initiated is November 4, 2025.
●Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing some or all of
their principal amount at maturity.
●The notes areunsecured andunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, thepayment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes issubject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Payments on the notes are not linkedto a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes priced on October 29, 2024 and are expected to settle on or about October 31, 2024.
●CUSIP: 48135U5H9
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-4of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securitiescommission has approved or disapproved of
the notes or passed upon the accuracyor the adequacy of thispricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement,prospectus and prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$33.50
$966.50
Total
$1,420,000
$47,570
$1,372,430
(1) See "Supplemental Use of Proceeds"in this pricing supplementfor information about the components of the price to public ofthe notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent forJPMorgan Financial, will pay allof the sellingcommissions
of $33.50 per$1,000 principal amount note it receives fromus toother affiliated or unaffiliated dealers.See "Planof Distribution(Conflicts
of Interest)" in the accompanying productsupplement.
The estimated value of the notes, when the terms of the notes were set, was $943.30 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotesarenot bankdeposits, arenot insured bythe FederalDeposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
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 Nikkei 225 Index (Bloomberg ticker: NKY) and the
S&P 500® Index (Bloombergticker: SPX)
Call Premium Amount:TheCall Premium Amount with respect
to each Review Date is set forth below:
●first Review Date:
12.00% × $1,000
●second Review Date:
15.00% × $1,000
●third Review Date:
18.00% × $1,000
●fourth Review Date:
21.00% × $1,000
●fifth Review Date:
24.00% × $1,000
●sixth Review Date:
27.00% × $1,000
●seventh Review Date:
30.00% × $1,000
●eighth Review Date:
33.00% × $1,000
●ninth Review Date:
36.00% × $1,000
●tenth Review Date:
39.00% × $1,000
●eleventh Review Date:
42.00% × $1,000
●twelfth Review Date:
45.00% × $1,000
●thirteenth Review Date:
48.00% × $1,000
●fourteenth Review Date:
51.00% × $1,000
●fifteenth Review Date:
54.00% × $1,000
●sixteenth Review Date:
57.00% × $1,000
●final Review Date:
60.00% × $1,000
Call Value:With respect to each Index, 100.00% of its Initial
Value
Barrier Amount:With respect to each Index, 70.00% of its Initial
Value, which is 27,232.576 for the Nikkei 225 Index and
4,083.044 for the S&P 500® Index
Pricing Date:October 29, 2024
Original Issue Date (Settlement Date):On or about October
31, 2024
Review Dates*:November 4, 2025, January 29, 2026, April 30,
2026, July29, 2026, October 29, 2026, January 29, 2027, April
30, 2027, July 29, 2027, October 29, 2027, January 31, 2028,
May1, 2028, July 31, 2028, October 30, 2028, January29,
2029, May 1, 2029, July 30, 2029 and October 29, 2029 (final
Review Date)
Call Settlement Dates*:November 7, 2025, February3, 2026,
May5, 2026, August 3, 2026, November 3, 2026, February3,
2027, May 5, 2027, August 3, 2027, November 3, 2027,
February 3, 2028, May 4, 2028, August 3, 2028, November 2,
2028, February1, 2029, May 4, 2029, August 2, 2029 and the
Maturity Date
Maturity Date*:November 1,2029
* Subject to postponement in the event of a market disruption
event and asdescribed under "GeneralTerms of Notes -
Postponement of a Determination Date - Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying product
supplement or early acceleration in the event of a change-in-law
event as described under "GeneralTerms of Notes -
Consequences of a Change-in-Law Event" in the accompanying
product supplement and "Selected Risk Considerations - We
May Accelerate Your Notes If a Change-in-Law Event Occurs" in
thispricing supplement
Automatic Call:
If the closing level of each Index on any Review Date is greater
than or equal to its Call Value, the notes will be automatically
called for acash payment, for each $1,000 principal amount
note, equal to (a) $1,000 plus(b) the Call Premium Amount
applicableto that Review Date, payable on theapplicable Call
Settlement Date. No further payments will be made on the
notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of eachIndex is greaterthan or equal to its Barrier
Amount, you will receive the principal amount of your notes at
maturity.
If the notes have not been automatically called and the Final
Value of either Index is less than its Barrier Amount, your
payment at maturity per $1,000 principalamount note will be
calculatedas follows:
$1,000 + ($1,000 × Lesser Performing Index Return)
If the notes have not been automatically called and the Final
Valueof either Index is less than its Barrier Amount, you will
lose more than 30.00% of your principal amount at maturity
and could lose all of your principalamount at maturity.
Lesser PerformingIndex: The Index with the Lesser
Performing Index Return
Lesser PerformingIndex 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 toeach Index, theclosing level of
that Index on the Pricing Date, which was38,903.68 for the
Nikkei 225 Index and 5,832.92 for the S&P 500® Index
Final Value:With respect to each Index, the closing level of
that Index on the final Review Date
PS-2| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of thispricingsupplement and thecorrespondingterms of the notes. Notwithstanding
anything to the contraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payment upon an Automatic Call
Review Dates
Call
Value
Compare the closing level of each Index to its Call Value on each Review Date until any earlier automatic call.
The closing level of
each Index is
greater than or
equal to its Call
Value.
Automatic Call
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) theCall Premium Amount applicable to that Review Date.
No further payments will be madeon the notes.
The closing level of
either Index is less
than its Call Value.
No Automatic Call
The notes will not beautomatically called. Proceed to the next Review Date, if any.
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Final Review Date
Paymentat Maturity
The Final Value of each Index isgreater than
or equal to its Barrier Amount.
You will receive the principal amount of
your notes.
The notes havenot
been automatically
called. Proceed tothe
payment at maturity.
The Final Value of either Index is less than its
Barrier Amount.
You will receive:
$1,000 + ($1,000 × Lesser Performing
Index Return)
Under these circumstances, you will lose
some or all of your principal amount at
maturity.
PS-3| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
Index
Call Premium Amount
The table below illustrates the Call Premium Amount per $1,000 principal amount note foreach Review Datebasedon the Call
Premium Amounts set forthunder "Key Terms-Call Premium Amount" above.
Review Date
Call Premium Amount
First
$120.00
Second
$150.00
Third
$180.00
Fourth
$210.00
Fifth
$240.00
Sixth
$270.00
Seventh
$300.00
Eighth
$330.00
Ninth
$360.00
Tenth
$390.00
Eleventh
$420.00
Twelfth
$450.00
Thirteenth
$480.00
Fourteenth
$510.00
Fifteenth
$540.00
Sixteenth
$570.00
Final
$600.00
PS-4| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
Index
Hypothetical Payout Examples
The following examplesillustrate payments on the notes linked to two hypothetical Indices, assuming a range of performances for the
hypothetical Lesser Performing Index on the Review Dates.
Each hypothetical payment set forth below assumes that the closing level of the Index that is not the Lesser Performing Index
on each Review Date is greater than or equal to its Call Value (and therefore its Barrier Amount).
In addition, the hypothetical paymentsset forth below assume the following:
●an Initial Value for the Lesser Performing Index of 100.00;
●a Call Value for the Lesser Performing Index of 100.00 (equal to 100.00% of its hypothetical Initial Value);
●a Barrier Amount for the Lesser Performing Index of 70.00 (equal to 70.00% of itshypothetical Initial Value); and
●the Call Premium Amountsset forthunder "Key Terms-Call Premium Amount" above.
The hypothetical Initial Value of the Lesser Performing Index of 100.00 has been chosen for illustrative purposes only and does not
represent the actual Initial Value of either Index. The actual Initial Value of eachIndex is the closing level of that Indexon the Pricing
Date and is specified under "Key Terms -Initial Value" in this pricing supplement.For historical data regarding the actual closing
levels of each Index, pleasesee the historical information set forthunder "The Indices" in thispricingsupplement.
Each hypothetical payment set forthbelow is for illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes. The numbers appearing inthe following examples havebeen rounded for ease of analysis.
Example 1- Notes are automaticallycalled on the first Review Date.
Date
Closing Level of Lesser
Performing Index
First Review Date
110.00
Notes are automaticallycalled
Total Payment
$1,120.00 (12.00% return)
Because the closing level of each Index on the first Review Date is greater than or equal to its Call Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,120.00 (or $1,000 plus the Call Premium Amount
applicableto the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Example 2- Notes are automaticallycalled on the final Review Date.
Date
Closing Level of Lesser
Performing Index
First Review Date
90.00
Notes NOT automaticallycalled
Second Review Date
85.00
Notes NOT automaticallycalled
Third through Sixteenth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
150.00
Notes are automaticallycalled
Total Payment
$1,600.00 (60.00% return)
Because the closing level of each Index on the final Review Date is greater than or equal to its Call Value, the notes willbe
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,600.00 (or $1,000 plus the Call Premium Amount
applicableto the final Review Date), payable on the applicable Call Settlement Date, whichis the Maturity Date.
Example 3- Notes have NOT been automatically called and the Final Value of the Lesser Performing Index is
greater than or equal to its Barrier Amount.
Date
Closing Level of Lesser
Performing Index
First Review Date
90.00
Notes NOT automaticallycalled
Second Review Date
85.00
Notes NOT automaticallycalled
Third through Sixteenth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
80.00
Notes NOT automaticallycalled; Final Value of Lesser Performing
Index is greater than or equalto Barrier Amount
Total Payment
$1,000.00 (0.00% return)
PS-5| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
Index
Because the notes have not been automaticallycalled and the Final Value of the Lesser PerformingIndex is greater than or equal to its
Barrier Amount, the payment at maturity, for each $1,000 principal amount note, willbe $1,000.00.
Example 4- Notes have NOT been automatically called and the Final Value of the Lesser Performing Index is
less than its Barrier Amount.
Date
Closing Level of Lesser
Performing Index
First Review Date
80.00
Notes NOT automaticallycalled
Second Review Date
75.00
Notes NOT automaticallycalled
Third through Sixteenth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
50.00
Notes NOT automaticallycalled; Final Value of Lesser Performing
Index is lessthan Barrier Amount
Total Payment
$500.00 (-50.00% return)
Because the notes have not been automaticallycalled, the Final Value of the Lesser Performing Indexisless than its Barrier Amount
and the Lesser Performing Index Return is -50.00%, the payment at maturity will be $500.00 per $1,000 principal amount note,
calculatedas follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
The hypothetical returnsand hypothetical payments on the notesshown above applyonly if you hold the notes for their entire term
or until automatically called. These hypotheticalsdo not reflect the fees or expenses that would be associated withanysale in the
secondary market.If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notes involvessignificant risks. These risks areexplained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value of either
Index is lessthan its Barrier Amount, you will lose 1%of the principal amount of your notes for every 1% that the Final Value of the
Lesser Performing Index is less than its Initial Value. Accordingly, under these circumstances, you willlose more than 30.00% of
your principal amount at maturity andcould lose all of your principal amount at maturity.
●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 by themarket for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not 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 financesubsidiary of JPMorgan Chase & Co., we have no independent operations beyond theissuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capitalcontribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make 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
bankruptcyor resolution of JPMorgan Chase & Co. we are not expectedto have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable tomake
payments on the notes, you may havetoseek payment under the related guaranteeby JPMorgan Chase & Co., and that
guarantee will rankpari 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 ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of either Index, which may be significant. You willnot participate in any appreciationof either Index.
●POTENTIAL CONFLICTS-
We and our affiliates play avariety of roles inconnection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economicinterests are potentially adverse to your interests as aninvestor in the notes. It ispossible that hedgingor trading
activities of ours or our affiliates inconnection with thenotescould result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
●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 any corporate action that might affect
the level of the S&P 500® Index.
PS-6| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
Index
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE NIKKEI 225 INDEX -
The non-U.S. equitysecurities included in the Nikkei 225 Index have been issued by non-U.S. companies. Investments in
securitieslinked to the value of such non-U.S. equitysecurities involve risks associated with thehome countries and/or the
securitiesmarkets in thehome countries of theissuers of those non-U.S. equitysecurities.Also, with respect to equity securities
that are not listed in the U.S., there is generally less publiclyavailable information about companies insome of thesejurisdictions
than there isabout U.S. companies that are subject to the reporting requirementsof the SEC.
●NO DIRECT EXPOSURE TOFLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE NIKKEI 225 INDEX
-
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securitiesincluded in the Nikkei225 Indexare based, althoughanycurrency fluctuationscould affect the performance of
the Nikkei 225 Index.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments on the notes are not linkedto a basket composed of the Indices and are contingent upon the performance of each
individualIndex. Poor performance by either of the Indices over the term of the notesmay result in the notes not being
automatically called ona Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by
positive performance by the other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE -
If the Final Value of either Index is less than its Barrier Amount and the notes have not been automatically called, the benefit
provided bythe Barrier Amount will terminate and you will be fully exposedto any depreciation of the Lesser Performing Index.
●THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately one year. There is no
guaranteethat you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk. Even in cases where the notes arecalled before maturity, you are not entitled to any fees and commissions described
on the front cover of thispricing supplement.
●THE NOTES DO NOT PAY INTEREST.
●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 BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
●WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS -
Upon the announcement or occurrence of legal or regulatorychanges that the calculation agent determinesare likely to interfere
with your or our ability to transact in or hold the notes or our abilityto hedge or perform ourobligations under the notes,we may, in
our sole andabsolute discretion, accelerate the payment on your notes and pay you an amount determined in goodfaithand in a
commercially reasonable manner by the calculation agent. If the payment on your notes is accelerated, your investment may result
in a loss and you may not be able to reinvest your moneyin a comparableinvestment. Please see "General Termsof Notes-
Consequences of a Change-in-Law Event" in the accompanying product supplement for more information.
●LACK OF LIQUIDITY -
The notes will not be listedon anysecurities exchange. Accordingly, theprice at which you may be able to tradeyour notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notesare not
designed to beshort-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
●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 an estimate determined by reference to several factors. The original issue price of the
notes exceedsthe estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in theoriginal issue price of the notes. Thesecosts 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 notesandthe estimated cost of hedging
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 pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
Theinternal funding rate used in the determination of the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for theconventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay
prove to be incorrect, and is intended toapproximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and anypotential changes to that rate may have an adverse effect on the termsof the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
PS-7| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
Index
●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 partiallypaid back to you in
connection with any repurchases of your notesby JPMS in an amount that will decline to zero over an initial predetermined period.
See "SecondaryMarket Prices of the Notes" in this pricing supplementfor additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be 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 secondary market pricesof the notes willlikely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structureddebt issuances and,
also, becausesecondarymarket prices may exclude sellingcommissions, projected hedging profits, if any, and estimatedhedging
costs that are included inthe original issue price of the notes. As a result, the price, if any, at which JPMS will be willingtobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale byyou prior to
the Maturity Date could result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, aside from theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and the levels of the Indices. Additionally, independentpricing vendors and/or third party broker-dealers may publish a price
for the notes, which mayalso be reflected on customer account statements. This pricemay be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See "Risk Factors -
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes - Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in theaccompanying product supplement.
PS-8| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
Index
The Indices
The Nikkei 225 Index is a stock index that measures the composite price performance of selectedJapanese stocks. TheNikkei 225
Index is basedon 225 underlying stocks (the "Nikkei underlying stocks") trading on the Tokyo Stock Exchange ("TSE") Prime Market,
representing a broad cross-section of Japanese industries. All Nikkei underlying stocksare stocks listed on the TSE Prime Market.
Stocks listed on the TSE Prime Market are among the most actively traded stocks on the TSE. For additional information about the
Nikkei 225 Index, see "Equity Index Descriptions ― The Nikkei 225 Index" in the accompanying underlying supplement.
The S&P 500®Index consistsof stocks of 500 companiesselected 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.
Historical Information
The following graphs set forththe historical performance of each Index based on the weekly historical closing levels from January4,
2019 through October 25, 2024. The closing level of the Nikkei 225 Indexon October 29, 2024 was 38,903.68. The closing levelof the
S&P 500® Index on October 29, 2024 was 5,832.92. We obtained the closing levels above and below fromthe Bloomberg
Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of each Indexshouldnot be taken asan indication of future performance, and no assurance canbe given
as to the closing level of either Index on any Review Date. Therecanbe no assurance that the performance of the Indices will result in
the return of any of your principal amount.
Historical Performance of the Nikkei 225 Index
Source: Bloomberg
Historical Performance of the S&P 500® Index
Source: Bloomberg
PS-9| Structured Investments
Review Notes Linkedto the Lesser Performing of the Nikkei 225Index and theS&P 500®
Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read incombination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Basedon current market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income Tax
Consequences- Tax Consequences to U.S. Holders -Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated aslong-term
capital gain or loss if you holdyournotes for more than ayear, whether or not you are an initialpurchaser of notes at the issue price.
However, the IRS or a court may not respect thistreatment, in which case the timing and character of any income or loss on the notes
could be materially and adverselyaffected. Inaddition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal income tax treatment of "prepaidforward contracts" and similar instruments. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the term of their investment. It also asks for comments onanumber of
related topics, including the character of income or loss with respect to these instruments; the relevance of factors such asthe natureof
the underlying property to which the instruments are linked; the degree, if any, to which income (includingany mandated accruals)
realized bynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should besubject to the
"constructive ownership" regime, whichverygenerallycanoperate to recharacterize certain long-term capital gain as ordinary income
and imposea notional interest charge. While the noticerequestscomments on appropriate transition rulesandeffective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materiallyand adverselyaffect the tax
consequencesof an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S.
federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issuespresented by
thisnotice.
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 deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked 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 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 determinations made by us, our special tax counsel is of the
opinion that Section871(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 maydisagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. Youshould consult your tax
adviser regarding the potential application of Section871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of this pricing supplement isequal to the sum of the values of the following
hypothetical components: (1) a fixed-incomedebt component with the samematurityas the notes, valuedusing the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the notes
does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalue of the notesmaydiffer from the market-impliedfunding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Anydifferencemay be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance,operational
and ongoing liabilitymanagement costs of the notesin comparison to those costs for the conventional fixed incomeinstruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which mayprove to beincorrect,
and is intended to approximate theprevailing market replacement funding rate for the notes. The use of an internal funding rate and
any potential changes to that rate mayhave an adverse effect on theterms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations - The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricingsupplement.
The value of the derivativeor derivatives underlying the economic terms of thenotes is derived from internal pricing models of our
affiliates. These modelsare dependent on inputs such asthe traded market prices of comparable derivative instruments and onvarious
other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes are setbased on market conditions and other relevant factors and assumptionsexisting at that time.
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The estimated value of thenotes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsandassumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
future dates, the value of thenotescould changesignificantly 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.
The estimated value of thenotes is lower than the original issue priceof the notes becausecosts associated with selling, structuring
and hedging the notes are included in the originalissue price of the notes. Thesecosts 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 estimatedcost of hedging our obligations under the notes. Because hedging our
obligations entails riskandmay be influenced by market forces beyond our control, thishedging 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 the notesmay 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 -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 secondarymarket prices of the notes, see "Risk Factors-Risks Relating to the
Estimated Value and Secondary Market Pricesof 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 theoriginal issue price of the notes will be partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances. Thisinitial predetermined time period is intended to be theshorter of six monthsand one-half of the
stated term of the notes. The length of any such initial period reflects thestructure of the notes, whether our affiliatesexpect to earn a
profit inconnection with our hedging activities, theestimatedcosts of hedging the notes and when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations -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-returnprofile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of thenotes and "The Indices" in thispricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paidtoJPMS 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 obligationsunder the notes, plus the estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
JPMS, actingas agent for JPMorgan Financial, will payallof theselling commissions of $33.50 per $1,000 principal amount note it
receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product
supplement.
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Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offeredby 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 such notes (the "master note"), and such notes have beendelivered against payment as
contemplated herein, suchnotes will 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
applicability (including, without limitation, conceptsof goodfaith, fair dealing andthe lack ofbad faith),provided that such counsel
expressesno opinion as 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 that purports 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 givenas of the date hereof and is limited to the laws of the State of New York, the General CorporationLaw 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 delivery of the indenture and its authentication of the master note and thevalidity, bindingnature
and enforceability of the indenture with respect to the trustee, all asstated in the letter of such counsel dated February24, 2023, which
was filed asan exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. onFebruary 24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materials of
ours. Youshould carefully consider, among other things, the mattersset forth in the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, 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 documents on the SEC websiteat www.sec.gov as follows(or if such addresshas changed, by
reviewing our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our Central Index Key, orCIK, on the SEC websiteis 1665650,and JPMorgan Chase & Co.'s CIK is19617. Asused in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.