JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 14:51
Primary Offering Prospectus - Form 424B2
October 28, 2024
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-Idated April 13, 2023, underlyingsupplement no. 1-I dated April13, 2023, the prospectus and
prospectussupplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$3,996,000
Capped Accelerated Barrier Notes Linked to the
Lesser Performing of the Nasdaq-100 Index® and the
S&P 500® Index due November 2, 2026
Fully and UnconditionallyGuaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a return of 1.35 times any appreciation of the lesser performing of the
Nasdaq-100 Index®andthe S&P 500® Index up to a maximum return of 50.00% at maturity.
●Investors should be willing to forgo interest and dividend payments and be willing tolose 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 is subject 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 integralmultiples thereof
●The notes priced on October 28, 2024 and are expected to settleon or about October 31, 2024.
●CUSIP: 48135UD64
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2of 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-3 of this pricing
supplement.
Neither the Securitiesand Exchange Commission (the "SEC") nor anystate securities commission has approved or disapproved of
the notes or passed upon the accuracy or theadequacyof this pricingsupplement 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
-
$1,000
Total
$3,996,000
-
$3,996,000
(1) See "Supplemental Use of Proceeds" in this pricingsupplementfor information about the components of the price to public ofthe notes.
(2) Allsalesof thenoteswill bemade to certain fee-based advisory accountsfor whichan affiliatedorunaffiliated broker-dealeris an
investment adviser. These broker-dealers will forgo any commissions related to thesesales. See "Planof Distribution (Conflicts of Interest)"
in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $985.50 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotesare not bankdeposits, are not insured by theFederalDeposit InsuranceCorporation or anyother governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Nasdaq-100 Index®(Bloomberg ticker: NDX)
and the S&P 500® Index (Bloomberg ticker: SPX) (each an
"Index" and collectively, the "Indices")
Maximum Return: 50.00% (corresponding to amaximum
payment at maturity of $1,500.00 per $1,000principal amount
note)
Upside Leverage Factor:1.35
Barrier Amount: With respect to each Index, 80.00% of its
Initial Value, which is 16,280.856 for the Nasdaq-100 Index®
and 4,658.816for the S&P 500®Index
Pricing Date:October 28, 2024
Original Issue Date (Settlement Date):On or about October
31, 2024
Observation Date*:October 28, 2026
Maturity Date*:November 2,2026
* Subject to postponement in the event ofa market disruption
event and as described 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
Payment at Maturity:
If the Final Value of each Index is greater than itsInitial
Value, your payment at maturity per $1,000 principal amount
note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Index Return × Upside
Leverage Factor), subject to the Maximum Return
If the Final Value of either Index is equal to or less than its
InitialValue but the Final Value of each Indexisgreater than
or equal to its Barrier Amount, you will receive theprincipal
amount of your notes at maturity.
If the Final Value of either Index is less than its Barrier
Amount, your payment at maturityper $1,000 principal
amount note will be calculated as follows:
$1,000+ ($1,000 × Lesser Performing Index Return)
If the Final Value of either Index is lessthan its Barrier
Amount, you will lose more than 20.00% of your principal
amount at maturity andcould lose all of your principal amount
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 to each Index, theclosing level of
that Index on the Pricing Date, which was20,351.07 for the
Nasdaq-100 Index®and 5,823.52 for the S&P 500® Index
Final Value:With respect to each Index, the closing level of
that Index on the Observation Date
PS-2 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricingsupplement 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 willbecome effective without consent of the holders of
the notes or anyother party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturityon the noteslinkedto two hypothetical
Indices. The "total return" as used in thispricing supplement is the number, expressed as a percentage, that resultsfrom comparing the
payment at maturity per $1,000 principalamount noteto $1,000. The hypothetical total returns and paymentsset forthbelow assume
the following:
●an Initial Value for the Lesser Performing Index of 100.00;
●a Maximum Return of 50.00%;
●an Upside Leverage Factor of 1.35; and
●a Barrier Amount for the Lesser Performing Index of 80.00 (equal to 80.00% of itshypothetical Initial Value).
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 Index on the Pricing
Date and is specified under "Key Terms -Initial Value" in this pricing supplement.For historical data regarding the actualclosing levels
of each Index, please see the historical information set forth under "The Indices" in this pricing supplement.
Each hypothetical total returnor hypothetical payment at maturity set forth below is for illustrative purposes only and maynot be the
actual total return or paymentat maturity applicableto a purchaser of thenotes. The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Value of the Lesser
Performing Index
Lesser Performing Index
Return
Total Return on the Notes
Payment at Maturity
180.0000
80.0000%
50.00%
$1,500.00
170.0000
70.0000%
50.00%
$1,500.00
160.0000
60.0000%
50.00%
$1,500.00
150.0000
50.0000%
50.00%
$1,500.00
140.0000
40.0000%
50.00%
$1,500.00
137.0370
37.0370%
50.00%
$1,500.00
130.0000
30.0000%
40.50%
$1,405.00
120.0000
20.0000%
27.00%
$1,270.00
110.0000
10.0000%
13.50%
$1,135.00
105.0000
5.0000%
6.75%
$1,067.50
101.0000
1.0000%
1.35%
$1,013.50
100.0000
0.0000%
0.00%
$1,000.00
95.0000
-5.0000%
0.00%
$1,000.00
90.0000
-10.0000%
0.00%
$1,000.00
80.0000
-20.0000%
0.00%
$1,000.00
79.9900
-20.0100%
-20.01%
$799.90
70.0000
-30.0000%
-30.00%
$700.00
60.0000
-40.0000%
-40.00%
$600.00
50.0000
-50.0000%
-50.00%
$500.00
40.0000
-60.0000%
-60.00%
$400.00
30.0000
-70.0000%
-70.00%
$300.00
20.0000
-80.0000%
-80.00%
$200.00
10.0000
-90.0000%
-90.00%
$100.00
0.0000
-100.0000%
-100.00%
$0.00
PS-3 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
The following graph demonstratesthehypothetical payments at maturity on the notes for a sub-set of Lesser PerformingIndex Returns
detailed in the table above (-70% to 70%). There can be no assurance that the performance of the Lesser Performing Index will result
in the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If the Final Value of each Index is greater than itsInitial Value, investors will receive at maturitythe$1,000 principal amount plusa
return equal tothe Lesser Performing Index Return times the Upside Leverage Factor of 1.35, up to the Maximum Return of 50.00%.
An investor will realize the maximumpayment at maturity at a Final Valueof the Lesser Performing Index of approximately 137.0370%
or more of its Initial Value.
●If the closing level of the Lesser Performing Indexincreases 5.00%, investors will receive at maturity a return of 6.75%, or
$1,067.50 per $1,000 principal amount note.
●If the closing level of the Lesser Performing Indexincreases 70.00%, investors will receiveat maturity a return equal to the 50.00%
Maximum Return, or $1,500.00 per $1,000 principal amount note, which is the maximum payment at maturity.
Par Scenario:
If the Final Value of either Index is equal to or less than itsInitial Value but the Final Value of each Index is greater than orequal to its
Barrier Amount of 80.00% of its Initial Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value of either Index is less than its Barrier Amount of 80.00% of its Initial Value, investors will lose 1% of the principal
amount of their notes for every 1% that the Final Value of the Lesser PerformingIndexisless thanitsInitial Value.
●For example, if theclosing level of the Lesser Performing Index declines 60.00%, investors will lose 60.00% of their principal
amount and receive only $400.00 per $1,000 principal amount note at maturity.
The hypothetical returns and hypothetical payments on the notesshown above applyonly if you hold the notes 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 returnsandhypothetical payments shown above wouldlikely 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
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 Final Value of either Index is lessthan its Barrier Amount, you will lose
1% of theprincipal amount of your notes for every1% that the Final Valueof the Lesser Performing Index is less than its Initial
Value. Accordingly, under these circumstances, you will lose more than 20.00% of your principal amount at maturity and couldlose
all of your principal amount at maturity.
PS-4 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE MAXIMUM RETURN,
regardless of any appreciation in the level of either Index, which may besignificant.
●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 thecollection 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 loansmade 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 expected to 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 have to seek 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 BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE-
If the Final Value of either Index is less than its Barrier Amount, the benefit provided by theBarrier Amount will terminateandyou
will be fully exposed to any depreciation of the Lesser Performing 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 an investor in the notes. It ispossible that hedging or trading
activities of ours or our affiliates inconnection with thenotescould result in substantial returns for us or our affiliates while the
value of the notesdeclines. Please refer to "Risk Factors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
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.
●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.
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
The non-U.S. equitysecuritiesincluded in the Nasdaq-100 Index®have been issued bynon-U.S. companies. Investmentsin
securitieslinked to the value of such non-U.S. equitysecurities involve risks associated with thehome countries and/or the
securitiesmarkets in thehome countries of the issuers 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.
●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
individual Index. Poor performance by either of the Indices over the term of the notesmay negativelyaffect your payment at
maturityand will not be offset or mitigated bypositive performance by the other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
●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 J.P. Morgan Securities LLC, which we refer to as JPMS, is willing tobuy the notes. You
maynot be abletosell your notes. The notes are not designed to be short-term trading instruments. Accordingly, youshould 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 structuring and hedging the notes are included in
the original issue price of the notes. These costsinclude the projected profits, if any, that our affiliatesexpect to realizefor
assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the
notes. See "The Estimated Value of the Notes" in this pricing supplement.
PS-5 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
●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 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 value of 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 internalfunding 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 ratemay 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.
●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 notes will 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 supplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring 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).
●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 intoaccount our internal secondary market funding rates for structureddebt issuances and,
also, becausesecondarymarket prices may exclude projected hedging profits, if any, and estimated hedging costs that are
included in theoriginal issue price of the notes. Asa result, the price, if any, at whichJPMS will be willing to buy the notes from you
in secondary market transactions, if at all, is likely to be lower than theoriginal issue price. Any sale byyou prior totheMaturity
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 theprojected hedging profits, if any, estimated hedgingcostsandthe levels of
the Indices. Additionally, independent pricing vendors and/or thirdparty broker-dealersmay publish a price for the notes, which
mayalso be reflected on customer account statements. Thisprice may be different (higheror lower) than theprice of thenotes, if
any, at whichJPMS may be willing to purchase your notes inthe secondarymarket. See "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes-Secondary market prices of the notes will beimpactedby many
economic and market factors" in the accompanying product supplement.
The Indices
The Nasdaq-100Index®isa modified market capitalization-weighted index of 100 of the largest non-financialsecurities listed on The
Nasdaq StockMarket based on market capitalization. For additionalinformation about the Nasdaq-100 Index®, see "Equity Index
Descriptions - The Nasdaq-100 Index®" inthe 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.
PS-6 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
Historical Information
The following graphs set forththe historical performance of each Index based on the weekly historical closing levels from January 4,
2019 through October 25, 2024. The closing level of the Nasdaq-100 Index® on October 28, 2024 was 20,351.07. The closing levelof
the S&P 500®Index on October 28, 2024 was 5,823.52. We obtained the closing levelsabove and below from the Bloomberg
Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of each Index should not be taken asan indicationof future performance, and no assurance can be given
as to the closing level of either Index on the Observation Date. There can be no assurancethat the performance of the Indices will
result in the return ofanyof your principal amount.
Historical Performance of the Nasdaq-100 Index®
Source: Bloomberg
Historical Performance of the S&P 500®Index
Source: Bloomberg
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal IncomeTax Consequences" in the accompanyingproduct
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the materialU.S. federal income tax consequences of owning and disposing of notes.
PS-7 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
Basedon current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federalincome tax purposes, asmore fully described in "Material U.S. Federal Income Tax
Consequences-Tax Consequences to U.S. Holders-NotesTreated as Open Transactions That Are Not Debt Instruments" inthe
accompanying product supplement. Assuming this treatment is respected, the gainor losson your notes should be treated aslong-term
capital gain or loss if you holdyour notes 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 adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal income tax treatment of "prepaid forward 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 on a number of
related topics, including the character of income or loss with respect to theseinstruments; the relevanceof factorssuch asthe nature of
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 tothe
"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 taxadviser 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 fromthe scopeof Section 871(m) instruments issued prior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax 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) iscomplex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section871(m) to the notes.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of thispricing supplement isequal to the sum of the values of thefollowing
hypothetical components: (1) a fixed-incomedebt component with the same maturityas 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 estimatedvalueof 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 value of the notesas well as the higher issuance, operational
and ongoing liabilitymanagement costs of the notesin comparison tothosecosts for the conventional fixed income instruments of
JPMorgan Chase& Co. This internal funding rate is based on certainmarket 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 notes and 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 modelsof our
affiliates. These modelsare dependent on inputs such asthe traded market prices of comparable derivative instruments and on various
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.
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 the notes could 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 notesfromyou in secondarymarket transactions.
PS-8 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
The estimated value of thenotes is lower than the original issue price of the notes becausecosts associated with structuring and
hedging the notes are included in the original issue price of the notes. These costsinclude the projectedprofits, if any, that our affiliates
expect to realize for assuming risks inherent in hedging our obligations under thenotes and the estimated cost of hedging our
obligations under the notes. Because hedging our obligations entails risk and 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, realizedin
hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and weor one or moreof our affiliates
will retain any remaining hedging profits. See "Selected Risk Considerations - The Estimated Value of the Notes Is Lower Thanthe
Original Issue Price (Price to Public) of the Notes" inthis pricing 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 initialpredetermined period. These costscan include projected hedging profits, if
any, and, insomecircumstances, estimated hedgingcostsand our internal secondary market funding rates for structured debt
issuances. This initialpredetermined time period is intended to be the shorter of six months and one-half of the stated term of the notes.
The length of any suchinitial period reflects the structure of the notes, whether our affiliates expect to earn aprofit in connection with
our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by ouraffiliates. See
"Selected Risk Considerations -The Value of the Notes asPublished by JPMS (and Which May Be Reflected on Customer Account
Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-returnprofile
of the notes and "The Indices"in thispricingsupplement 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 (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 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 from JPMorgan 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 relatedguarantee 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 good faith, 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 given as of thedate hereof and is limited to the laws of the State of New York, the General CorporationLawof 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 andthe validity, binding nature
and enforceability of the indenture with respect to the trustee, all asstated 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.
PS-9 | Structured Investments
Capped Accelerated Barrier Notes Linkedto the Lesser Performing of the
Nasdaq-100 Index®and the S&P500® Index
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplementedby theaccompanying
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 forimplementation, sample structures, fact sheets, brochures or other educational materialsof
ours. Youshould carefully consider, among other things, the matters set 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 dateon 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 IndexKey, orCIK, on theSEC websiteis 1665650,and JPMorgan Chase & Co.'s CIK is 19617. As used inthis pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.