JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 12:11
Primary Offering Prospectus - Form 424B2
October 29, 2024
RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-Idated April 13, 2023, the prospectus and prospectussupplement, eachdated April13,2023, and
the prospectus addendumdated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$2,000,000
Auto CallableContingent Interest Notes Linked to the Common
Stock of Advanced Micro Devices, Inc. due November 3, 2027
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a Contingent Interest Payment with respect to each Review Date for which
the closing price of one share of the Reference Stockis greater than or equal to 50.00% of the Initial Value, which we refer
to as the Interest Barrier.
●If the closing price of one share of the Reference Stock is greater than or equalto the Interest Barrier on any Review Date,
investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, any previously unpaid
Contingent Interest Payments for prior Review Dates.
●The notes will be automatically calledif the closing price of one share of the Reference Stock on any Review Date (other
than the first and final Review Dates) is greater than or equal to the Initial Value.
●The earliest dateon which anautomatic call may be initiated is April29, 2025.
●Investors should be willing to accept the risk of losing some or allof their principal and the risk that no Contingent Interest
Payment may bemade with respect tosome or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The notes areunsecured andunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas
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, asissuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●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:48135UX96
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-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securitiescommission has approved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricingsupplement or the accompanying product supplement,
prospectussupplement, prospectus and prospectus addendum. Any representation to the contraryis a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$23.50
$976.50
Total
$2,000,000
$47,000
$1,953,000
(1) See "Supplemental Use of Proceeds"in this pricing supplementfor information about the components of the price to public of the notes.
(2) J.P.Morgan Securities LLC, which we refer to as JPMS, acting as agentfor JPMorgan Financial, will pay allof the selling commissions
of $23.50 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 $955.90 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotes are not bankdeposits, are not insuredby the Federal Deposit InsuranceCorporation or anyother governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:JPMorgan Chase & Co.
Reference Stock:The common stock of AdvancedMicro
Devices, Inc., par value $0.01per share (Bloomberg ticker:
AMD). We refer to Advanced Micro Devices, Inc. as "Advanced
Micro Devices".
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of oneshare of the Reference Stock on any Review Date
is greater than or equal tothe Interest Barrier, you will receive
on the applicable Interest Payment Date for each $1,000
principal amount note a Contingent Interest Payment equal to
$26.25 (equivalent to a Contingent Interest Rate of 10.50% per
annum, payableat a rateof 2.625% per quarter), plusany
previouslyunpaid Contingent Interest Payments for any prior
Review Dates.
If the Contingent Interest Payment isnot paid onany Interest
Payment Date, that unpaid Contingent Interest Payment will be
paid on a later Interest Payment Date if the closing price of one
share of the Reference Stock on the Review Date related to that
later Interest Payment Date is greater than or equal to the
Interest Barrier. You will not receiveany unpaid Contingent
Interest Payments if the closing price of one share of the
Reference Stock on each subsequent Review Date is lessthan
the Interest Barrier.
Contingent Interest Rate:10.50% per annum, payable at a
rate of 2.625%per quarter
Interest Barrier/Trigger Value:50.00% of the Initial Value,
whichis $83.125
Pricing Date:October 29, 2024
Original Issue Date (Settlement Date):On or about October
31, 2024
Review Dates*:January 29, 2025, April29, 2025, July29,
2025, October 29, 2025, January 29, 2026, April 29, 2026, July
29, 2026, October 29, 2026, January 29, 2027, April29, 2027,
July 29, 2027 and October 29, 2027 (final Review Date)
Interest Payment Dates*:February 3, 2025, May 2, 2025,
August 1, 2025, November 3, 2025, February 3, 2026, May4,
2026, August 3, 2026, November 3, 2026, February 3, 2027,
May4, 2027, August 3, 2027 and the Maturity Date
Maturity Date*:November 3,2027
Call Settlement Date*:If thenotes are automatically called on
any Review Date (other than the first and final Review Dates),
the first Interest Payment Date immediately following that
Review Date
* Subject to postponement in theevent of a market disruption event and
as described under "General Termsof Notes -Postponement of a
Determination Date -Notes Linked to aSingle Underlying- Notes
Linked to a Single Underlying (Other Than a Commodity Index)" and
"General Terms of Notes -Postponement of a PaymentDate" inthe
accompanying product supplement
Automatic Call:
If the closing price of one share of the Reference Stock on any
Review Date (other than the first and final Review Dates) is
greater than or equal to the Initial Value, the notes willbe
automaticallycalled for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus(b) the
Contingent Interest Payment applicable to that Review Date
plus (c) any previously unpaid Contingent Interest Paymentsfor
any prior Review Dates, payable on the applicable Call
Settlement Date. No further payments will bemade onthe
notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value isgreater than or equalto the Trigger Value, you will
receive a cash 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 plus(c)
any previously unpaid Contingent Interest Payments for any
prior Review Dates.
If the notes have not been automatically called and the Final
Value isless than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Stock Return)
If the notes have not been automatically called and the Final
Value isless than the Trigger Value, you will lose more than
50.00% of your principalamount at maturity and could lose all
of your principal amount at maturity.
Stock Return:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing price of oneshare of the Reference
Stock on the Pricing Date, which was $166.25
Final Value:The closing price of one share of the Reference
Stock on the final Review Date
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced indetermining the closing priceof one share of the
Reference Stock and is set equal to 1.0 on the Pricing Date.
The Stock Adjustment Factor is subject to adjustment upon the
occurrence of certain corporate events affecting the Reference
Stock. See "The Underlyings - Reference Stocks-Anti-
Dilution Adjustments" and "The Underlyings-Reference
Stocks -Reorganization Events" in the accompanying product
supplement for further information.
PS-2| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
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 in Connection with the First Review Date
First Review Date
Comparethe closing price of one share of the Reference Stock to theInterest Barrier onthe Review Date.
The closing price of one share of the Reference Stock is
greater than or equal to the Interest Barrier.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Review Date.
The closing price of one share of the Reference Stock is
less than the Interest Barrier.
No Contingent Interest Payment will be made with respect to
theapplicable Review Date.
Proceed to the next Review Date.
Payments in Connection with Review Dates (Other than the First and Final Review Dates)
Review Dates(Other than the First andFinal Review Dates)
Initial
Value
Compare the closing price of one share of the Reference Stock to the Initial Value and the Interest Barrier on each
Review Date until the final Review Date or any earlier automatic call.
The closing price of
one share of the
Reference Stock is
greater than or
equal to the Initial
Value.
Automatic Call
The notes will be automatically called on the applicable Call Settlement Date, and you will
receive (a) $1,000 plus (b) theContingent Interest Payment applicable to that Review
Dateplus (c) any previously unpaid Contingent Interest Payments forany prior Review
Dates.
No further payments will be madeon the notes.
The closing price of
one share of the
Reference Stock is
less than the Initial
Value.
No
Automatic
Call
The closingprice of one
share of the Reference
Stock is greater than or
equal tothe Interest
Barrier.
You will receive (a) a Contingent Interest
Payment on the applicable Interest
Payment Date plus (b) any previously
unpaid Contingent Interest Payments for
any prior Review Dates.
Proceed to the next Review Date.
The closingprice of one
share of the Reference
Stock is less than the
Interest Barrier.
No Contingent Interest Payment will be
made with respect to the applicable
Review Date.
Proceed to the next Review Date.
PS-3| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Preceding the Final
Review Date
Final Review Date
Paymentat Maturity
The notes arenot
automatically called.
The Final Value is greater thanor equal to
the Trigger Value.
You will receive (a) $1,000plus (b)the
Contingent Interest Payment applicable
to the final Review Dateplus (c) any
previously unpaid Contingent Interest
Payments for any prior Review Dates.
Proceed to maturity
The Final Value is less thanthe Trigger
Value.
You will receive:
$1,000 + ($1,000 × Stock Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notes based on the Contingent Interest Rate of 10.50% per annum, dependingon how many Contingent Interest Payments are made
prior to automatic callor maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
12
$315.00
11
$288.75
10
$262.50
9
$236.25
8
$210.00
7
$183.75
6
$157.50
5
$131.25
4
$105.00
3
$78.75
2
$52.50
1
$26.25
0
$0.00
Hypothetical Payout Examples
The following examplesillustrate payments on the notes linked to ahypothetical Reference Stock, assuming a range of performances
for the hypothetical Reference Stock on the Review Dates. The hypothetical payments set forth below assume the following:
●an Initial Value of $100.00;
●an Interest Barrier and a Trigger Value of $50.00 (equal to 50.00% of the hypothetical Initial Value); and
●a Contingent Interest Rate of 10.50% per annum (payable at a rate of 2.625% per quarter).
The hypothetical Initial Value of $100.00 has been chosen for illustrative purposesonly and does not represent the actual Initial Value.
The actual Initial Value is the closing price of oneshare of the Reference Stock on the Pricing Date and isspecified under"Key Terms -
Initial Value" in this pricingsupplement.For historical data regarding the actual closing prices of one share of the Reference Stock,
pleaseseethe historicalinformation set forth under "The Reference Stock" in this pricingsupplement.
Each hypothetical payment set forth below isfor illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes. The numbers appearing inthe following examples havebeen rounded for ease of analysis.
PS-4| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
Example 1- Notes are automaticallycalled on the second Review Date.
Date
Closing Price
Payment (per $1,000 principal amount note)
First Review Date
$105.00
$26.25
Second Review Date
$110.00
$1,026.25
Total Payment
$1,052.50 (5.25% return)
Because the closing priceof one share of the Reference Stock on the second Review Date is greater than or equal to the Initial Value,
the notes will be automatically called for acash payment, for each $1,000 principal amount note, of $1,026.25 (or $1,000plus the
Contingent Interest Payment applicable to the second Review Date), payable on the applicable Call Settlement Date. The notes are not
automaticallycallablebefore the second Review Date, even though the closing price of one share of the Reference Stock on the first
Review Date is greater than the Initial Value. Whenadded to the Contingent Interest Payment received with respect to the prior Review
Date, the total amount paid, for each $1,000 principalamount note, is $1,052.50. No further paymentswill be made on the notes.
Example 2- Notes have NOT been automatically called and the Final Value is greater than or equal to the
Trigger Value.
Date
Closing Price
Payment (per $1,000 principal amount note)
First Review Date
$95.00
$26.25
Second Review Date
$85.00
$26.25
Third through Eleventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,262.50
Total Payment
$1,315.00 (31.50% return)
Because the notes have not been automaticallycalled and the Final Value is greater than or equal to the Trigger Value, the payment at
maturity, for each $1,000 principal amount note, will be$1,262.50 (or $1,000plus the Contingent Interest Payment applicable to the
final Review Date plusthe unpaid Contingent Interest Payments for any prior Review Dates). When added to the Contingent Interest
Payments received with respect tothe prior Review Dates, the total amount paid, for each $1,000 principal amountnote, is $1,315.00.
Example 3- Notes have NOT been automatically called and the Final Value is less than the Trigger Value.
Date
Closing Price
Payment (per $1,000 principal amount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Eleventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automaticallycalled, the Final Value is less than the Trigger Value and the Stock Return is -60.00%,
the payment at maturity will be $400.00 per $1,000 principalamount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term
or until automatically called. These hypotheticalsdo not reflect the fees or expensesthat would be associated withanysale inthe
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybe 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 andproduct 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 is less than
the Trigger Value, you will lose 1% of theprincipalamount of your notes for every1% that the Final Value isless than the Initial
Value. Accordingly, under these circumstances, you will lose more than50.00%of your principal amount at maturity and could lose
all of your principal amount at maturity.
PS-5| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL-
If the notes have not been automatically called, we will make a Contingent Interest Payment withrespect to a Review Date (and we
will payyou any previously unpaid Contingent Interest Paymentsfor anyprior Review Dates) onlyif the closingprice of one share
of the Reference Stock on that Review Date is greater than or equal to the Interest Barrier. If the closing price of one share of the
Reference Stock on that Review Date is lessthan the Interest Barrier, no Contingent Interest Payment will be made with respect to
that Review Date. You will not receiveany unpaid Contingent Interest Payments if theclosing price of one share of the Reference
Stock on each subsequent Review Date is less than the Interest Barrier. Accordingly, if theclosing priceof one share of the
Reference Stock on each Review Date is less than the Interest Barrier, you willnot receiveany interest paymentsover the term of
the notes.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined bythemarket 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 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 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 to make
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 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 the Reference Stock, which may besignificant. You will not participate in any appreciation of the
Reference Stock.
●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 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 notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If the Final Value isless than the Trigger Value and the notes have not been automatically called, thebenefit provided by the
Trigger Value will terminateand you will befully exposed to any depreciationof the Reference Stock.
●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 sixmonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar levelof risk. Even in cases where the notes are called before maturity, youare not entitled to any feesand commissions
described on the front cover of this pricing supplement.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE
REFERENCE STOCK.
●NO AFFILIATION WITH THE REFERENCE STOCK ISSUER -
We have not independently verified any of the information about the Reference Stockissuer contained in thispricing supplement.
You should undertake your own investigation into the Reference Stock and its issuer. We are not responsible for the Reference
Stock issuer'spublic disclosure of information, whether contained in SEC filings or otherwise.
●THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make an adjustment in response to all events that could affect the Reference Stock. Thecalculation
agent may make adjustmentsin response to events that arenot described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation to doso or toconsider your interests as a
holder of the notes in making these determinations.
●THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE REFERENCE STOCK FALLING BELOW THE INTEREST
BARRIER OR THE TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THE REFERENCE STOCK IS
VOLATILE.
●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 notes are not
designed to beshort-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
PS-6| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
●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 -
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, which may
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 inan amount that willdecline to zero over an initial predetermined period.
See "SecondaryMarket Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value 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 intoaccount 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, asidefrom the selling commissions, projected hedging profits, if any, estimated hedging
costs and the price of oneshare of the Reference Stock. Additionally, independent pricing vendorsand/or third partybroker-
dealersmay publish a price for the notes, whichmay also be reflected on customer account statements. This price may 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 secondary market.
See "Risk Factors-Risks Relating to the Estimated Valueand SecondaryMarket Prices of the Notes - Secondarymarket prices
of the notes will be impacted by many economic and market factors" in the accompanying product supplement.
The Reference Stock
All information contained herein on the Reference Stock and on AdvancedMicro Devicesis derived from publiclyavailable sources,
without independent verification. According to its publicly available filings with the SEC, Advanced Micro Devices, Inc. isa
semiconductor company, primarily offering server microprocessors (CPUs), graphicsprocessing units (GPUs), accelerated processing
units (APUs), data processing units, Field Programmable Gate Arrays (FPGAs), Smart Network Interface Cards (SmartNICs), Artificial
Intelligence (AI) accelerators and Adaptive System-on-Chip (SoC) products for data centers; CPUs, APUs and chipsets for desktop,
notebook and handheld personalcomputers; discrete GPUs and semi-custom SoC products and development services; and embedded
CPUs, GPUs, APUs, FPGAs, Systems on Modules (SOMs) and Adaptive SoC products. From time to time, Advanced Micro Devices,
Inc. may also sell or license portions of its intellectual property portfolio. The common stock of Advanced Micro Devices, par value
$0.01 per share (Bloombergticker: AMD), is registered under the Securities Exchange Act of 1934, as amended, which we refer to as
the Exchange Act, and islisted on The NASDAQ Stock Market, which we refer toas the relevant exchange for purposes of Advanced
Micro Devices in the accompanying product supplement. Informationprovided to or filed with the SEC by Advanced Micro Devices
pursuant to the Exchange Act can be located by referenceto the SEC file number 001-07882, and can be accessed through
www.sec.gov. We do not make any representation that these publiclyavailable documents are accurateor complete.
PS-7| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
Historical Information
The following graph sets forththe historical performance of the Reference Stockbased on the weekly historical closing prices of one
share of the Reference Stock from January 4, 2019 throughOctober 25, 2024. The closing price of one share of the Reference Stock
on October 29, 2024 was $166.25. We obtained the closingprices above and below from the Bloomberg Professional® service
("Bloomberg"), without independent verification. The closingprices above and below may have been adjusted by Bloomberg for
corporateactions, such as stocksplits, public offerings, mergersandacquisitions, spin-offs, delistings and bankruptcy.
The historical closing prices of one share of the Reference Stockshould not be taken as anindication of future performance, and no
assurance can be given as to the closingprice of one share of the Reference Stock on any Review Date. There can beno assurance
that the performance of the Reference Stock will result in thereturn of any of your principal amount or the payment of anyinterest.
Historical Performance of Advanced Micro Devices, Inc.
Source: Bloomberg
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal IncomeTax Consequences" in the accompanying product
supplement no. 4-I. In determining our reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts withassociated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences -Tax Consequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that thereare other
reasonable treatments that the IRS or acourt may adopt, in whichcase the timing and character of anyincome or loss on the notes
could be materially affected. In addition, in 2007 Treasury and the IRS released anotice requesting comments on the U.S. federal
incometaxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in theseinstruments to accrue income over the term of their investment. It alsoasks for commentson a number of related
topics, includingthe 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 materiallyaffect 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 Section 451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income tax consequencesof 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 onany Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by
an applicable income tax treaty under 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% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for suchan exemption or
reduction under an applicable tax treaty. If you area Non-U.S. Holder, you shouldconsultyour tax adviser regarding the tax treatment
of the notes, including thepossibility of obtaininga refund of any withholding tax and the certification requirement described above.
PS-8| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
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 certainbroad-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 pay U.S.-source dividends for 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. Youshould consult your tax
adviser regarding the potential application of Section871(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 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-income debt component with the samematurityas the notes, valued using 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. 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 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 rateand
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 underlyingthe 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 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 assumptions existing at that time.
The estimated value of thenotes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsandassumptions could 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 notes from you 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 original issue price of the notes. These costs include the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes and the 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.
PS-9| Structured Investments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
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 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 toearna
profit inconnection with our hedging activities, theestimated costs of hedging the notesand 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 Than the Then-Current Estimated Value of the Notes for aLimited Time
Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of thenotes and "The Reference Stock" in this pricingsupplement for adescription of the market exposure provided bythe
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 commissionsof $23.50 per $1,000 principal amount noteit
receives from us to other affiliated or unaffiliated dealers. See "Planof Distribution (Conflicts of Interest)" in the accompanying product
supplement.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes 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 constitutea
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 aboveor (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 relatedguarantee.
Thisopinion is given as of thedate 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, 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. onFebruary 24,
2023.
PS-10| StructuredInvestments
Auto Callable Contingent Interest Notes Linkedto the Common Stock of
Advanced Micro Devices, Inc.
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. This pricing supplement, together
with the documents listed below, contains the termsof the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, samplestructures, fact sheets, brochures or other educational materials of ours. You should carefullyconsider, among
other things, the mattersset forth in the "RiskFactors" sections of theaccompanying prospectus supplement and the accompanying
product supplement and in Annex A to the accompanying prospectus addendum, as the notes involve risks not associated with
conventional debt securities. We urge you to consultyour 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:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3,2024:
Our Central Index Key, orCIK,ontheSEC websiteis 1665650,and JPMorgan Chase & Co.'s CIK is19617. Asused in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.