JPMorgan Chase & Co.
11/04/2024 | Press release | Distributed by Public on 11/04/2024 07:53
Primary Offering Prospectus - Form 424B2
October 31, 2024RegistrationStatement Nos. 333-270004 and333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-I dated April 13, 2023, theprospectus andprospectus supplement, each datedApril13,2023,
and the prospectus addendumdated June 3, 2024
JPMorganChase Financial Company LLC
Structured Investments
$1,749,000
Auto Callable Contingent Interest Notes Linked to the
Common Stock of Ford Motor Company due November 5,
2026
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
•The notes aredesigned for investors who seek a Contingent Interest Payment with respect to each Review Date for
whichtheclosing price of one share of the Reference Stockis greater than or equalto 55.00% of the Initial Value, which
we refer to as the Interest Barrier.
•The notes will be automatically calledif theclosing price of one share of the Reference Stockon any Review Date (other
than the first andfinal Review Dates) isgreater than or equal to the Initial Value.
•The earliest date on which an automatic call may be initiated isMay 1, 2025.
•Investors shouldbe willing to accept the risk of losing some or allof their principal and the risk that no Contingent Interest
Payment may be made with respect tosomeor all Review Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
ContingentInterest Payments.
•The notes areunsecured and unsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes priced on October 31, 2024 and are expected tosettleon or about November 5, 2024.
•CUSIP: 48135VEA2
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement,Annex A to the 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 anystate securitiescommission has approved or disapproved
of the notesor passed upon the accuracyor the adequacy ofthis pricing supplement or theaccompanying product supplement,
prospectus supplement, prospectus and prospectus addendum.Any representation to the contraryisa criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$18.50
$981.50
Total
$1,749,000
$32,356.50
$1,716,643.50
(1) See "Supplemental Use ofProceeds" in this pricingsupplement for informationabout the components of the price to public ofthe
notes.
(2) J.P. Morgan Securities LLC, which we refertoasJPMS,acting as agentforJPMorgan Financial, will pay allof the selling
commissions of $17.50per $1,000principalamountnote it receivesfrom us toother affiliated or unaffiliated dealers. JPMS,acting as
agent for JPMorgan Financial, willalso pay all of thestructuringfee of $1.00 per$1,000principal amountnoteit receivesfrom usto
other affiliated orunaffiliated dealers. See "Planof Distribution (Conflicts ofInterest)" intheaccompanying product supplement.
The estimated value of the notes, when the terms of the notes were set,was $966.40 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock:Thecommon stock of Ford Motor Company,
par value $0.01 per share (Bloomberg ticker: F). We refer to
Ford Motor Company as "Ford."
Contingent Interest Payments:If the notes have not been
automatically called and theclosing price of one share of the
Reference Stockon anyReview Date is greater than or equal to
the Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to $28.125 (equivalent to a
Contingent Interest Rate of 11.25% per annum, payable at a
rate of2.8125% per quarter).
If the closing price of oneshare of the Reference Stock onany
Review Date is less than the Interest Barrier, no Contingent
Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate:11.25% per annum, payable at a
rate of 2.8125% per quarter
Interest Barrier / Trigger Value:55.00%of the Initial Value,
whichis$5.6595
Pricing Date:October 31, 2024
Original Issue Date (Settlement Date): On or about November
5, 2024
Review Dates*:January 31, 2025, May 1, 2025, July31, 2025,
October 31, 2025, February 2, 2026, May 1, 2026, July 31,
2026 and November 2, 2026 (final Review Date)
Interest Payment Dates*:February 5, 2025, May 6, 2025,
August 5, 2025, November 5, 2025, February5, 2026, May6,
2026, August 5, 2026and the Maturity Date
Maturity Date*: November 5,2026
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 followingthat
Review Date
* Subject to postponement in theevent of amarket disruptionevent
and as describedunder"General Terms of Notes- Postponement
of a Determination Date - NotesLinked toa Single Underlying -
Notes Linked to aSingleUnderlying (Other Than aCommodity
Index)"and "General Termsof Notes - Postponement of a
Payment Date" in the accompanying productsupplement
Automatic Call:
If the closing price of one share of theReference Stock onany
Review Date (other than the first and final Review Dates) is
greater than or equal to the Initial Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000plus (b) the
Contingent Interest Payment applicable to that Review Date,
payable on the applicable 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 isgreater than or equalto theTrigger 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.
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
45.00% of your principal amount 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 $10.29
Final Value: Theclosing price of one shareof the Reference
Stock on the final Review Date
Stock Adjustment Factor:The Stock Adjustment Factor is
referenced in determining theclosing 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 accompanyingproduct
supplement for further information.
PS-2| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Supplemental Terms of the Notes
Any valuesof the Reference Stock, and anyvalues derived therefrom, included in this pricing supplement may be corrected, in the
event of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding termsof the notes.
Notwithstandinganything to the contrary in the indenture governing the notes, that amendment will become effective without consent of
the holders of the notesor any other party.
How the Notes Work
Payment in Connection withthe First Review Date
Payments in Connectionwith Review Dates (Other than the First and Final Review Dates)
Theclosing price of oneshareof the ReferenceStock
is greater thanor equal to theInterest Barrier.
Theclosing price of oneshareof the ReferenceStock
is less thantheInterest Barrier.
First ReviewDate
Compare theclosingprice of oneshareof theReferenceStock to the InterestBarrier onthe first ReviewDate.
You will receive a Contingent Interest Payment onthe
first Interest Payment Date.
Proceedto thenext ReviewDate.
No Contingent Interest Payment will bemadewith respect to
the first ReviewDate.
Proceedto thenext ReviewDate.
Thenotes will be automaticallycalledon the applicable Call Settlement Date and you will
receive (a)$1,000 plus (b) the Contingent Interest Payment applicable to that ReviewDate.
No further payments will be madeon thenotes.
ReviewDates (Other than the First and Final ReviewDates)
AutomaticCall
Theclosing price of one
shareof the Reference
Stock is greaterthan or
equaltotheInitial Value.
Theclosing price of one
shareof the Reference
Stock is less thanthe
Initial Value.
Initial
Value You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceedto thenext ReviewDate.
The closing price of one
share of the Reference
Stock is greaterthanor
equal tothe Interest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceedto thenext ReviewDate.
The closing price of one
share of the Reference Stock
is lessthan theInterest
Barrier.
Comparethe closingprice of oneshare of the ReferenceStock totheInitial Valueand the Interest Barrieroneach Review
Dateuntil the final ReviewDate or anyearlierautomatic call.
PS-3| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Payment atMaturity If the Notes Have Not Been Automatically Called
Total Contingent InterestPayments
The table below illustrates the hypotheticaltotal Contingent Interest Payments per $1,000 principal amount note over the termof the
notes basedon the Contingent Interest Rate of 11.25%per annum, depending on how many Contingent Interest Payments are made
prior to automatic call or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
8
$225.000
7
$196.875
6
$168.750
5
$140.625
4
$112.500
3
$84.375
2
$56.250
1
$28.125
0
$0.000
Hypothetical Payout Examples
The followingexamples illustrate payments on the notes linked to ahypotheticalReferenceStock, assuming a range of performances
for thehypothetical ReferenceStock on the Review Dates.The hypothetical payments set forth below assumethe following:
•an Initial Value of $100.00;
•an Interest Barrier and a Trigger Value of $55.00 (equal to 55.00% of the hypothetical Initial Value);and
•a Contingent Interest Rate of 11.25% per annum.
The hypothetical Initial Value of $100.00 has been chosen for illustrative purposesonly and does not represent the actual Initial Value.
The actual Initial Valueis the closing price of one share of the Reference Stock on the Pricing Dateand is specified under "Key Terms
-Initial Value" inthis pricing supplement. For historical data regarding the actual closingprices of one shareof the Reference Stock,
pleasesee the historical information set forth under "The Reference Stock" inthis pricingsupplement.
Each hypothetical payment set forthbelow isfor illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes.The numbers appearing in the following examples have been rounded for ease of analysis.
Review Dates Precedingthe
Final Review Date
You will receive (a) $1,000 plus (b)the
Contingent Interest Payment
applicable to thefinal ReviewDate.
Thenotes arenot
automaticallycalled.
Proceedto maturity
Final ReviewDatePayment at Maturity
TheFinal Value is greaterthanor equal tothe
Trigger Value.
You will receive:
$1,000 + ($1,000 × StockReturn)
Under thesecircumstances, you will
lose some or all of yourprincipal
amount at maturity.
TheFinal Value is less thanthe TriggerValue.
PS-4| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Example1 - Notes are automatically called on thesecond Review Date.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$105.00
$28.125
Second Review Date
$115.00
$1,028.125
Total Payment
$1,056.25 (5.625% return)
Because the closing price of 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 $1,028.125 (or $1,000plusthe
Contingent Interest Payment applicable to the second Review Date), payableon the applicable Call Settlement Date. The notesare
not automaticallycallable before thesecond Review Date, even thoughthe closing price of oneshare of the Reference Stockon the
first Review Date isgreater than the Initial Value. When added to the Contingent Interest Payment received with respect to the prior
Review Date, the totalamount paid, for each $1,000 principal amount note, is $1,056.25. No further payments will be made on the
notes.
Example 2- Notes have NOT been automatically calledand the Final Valueis greater than or equal to the Trigger Value.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$90.00
$28.125
Second Review Date
$85.00
$28.125
Third through Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,028.125
Total Payment
$1,084.375 (8.4375% return)
Because the notes have not been automatically called and the Final Valueisgreater than or equalto the Trigger Value, the payment at
maturity, for each $1,000 principal amount note, will be$1,028.125(or $1,000 plus the Contingent Interest Payment applicable to the
final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount
paid, for each $1,000principal amount note, is $1,084.375.
Example 3- Notes have NOT been automatically called and the Final Value is less than theTrigger Value.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Seventh
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 automatically called, the Final Valueis less than theTrigger 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 thenotesshown above apply only if you hold thenotesfor their entire term
or until automatically called.These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondarymarket.If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybelower.
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 supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. If thenotes have not been automatically calledand the Final Value isless than
the Trigger Value, you will lose 1% of the principalamount of your notesfor every1% that the Final Valueisless than the Initial
PS-5| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Value.Accordingly, under these circumstances, you will lose more than 45.00% of your principal amountatmaturity andcould
lose all of your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closing price of one shareof theReference Stock on that Review Date is greater than or equal to the Interest Barrier.If the
closing price of one shareof the Reference Stock on that Review Dateisless thanthe Interest Barrier, no ContingentInterest
Payment will be made with respect to that Review Date. Accordingly, if the closing priceof one share of the Reference Stockon
each Review Dateis less thanthe Interest Barrier, you will not receive anyinterest payments over the term of thenotes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent onour and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes.Any actual or potential
change in ouror JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdeterminedbythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes.If weand JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could lose yourentire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capitalcontribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. tomake payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements.As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources tomeet our obligations in
respect of the notesas 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 toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see theaccompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciationof the Reference Stock, which may besignificant.You will not participate inany appreciation of the
Reference Stock.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If the Final Valueisless than the Trigger Value and the notes have not been automaticallycalled, the benefit provided bythe
Trigger Value will terminateand you will befully exposed toany depreciation of the Reference Stock.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automaticallycalled, the termof the notes may be reduced to as short asapproximatelysixmonths and you will
not receive any Contingent Interest Payments after the applicableCall Settlement Date.There is no guarantee that youwould be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
similar levelof risk.Even in cases where the notes are called before maturity, you are not entitled to any fees and 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 TOTHE
REFERENCE STOCK.
•THE RISK OF THE CLOSING PRICE OF ONE SHARE OFTHE 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 listed onany securities exchange.Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy thenotes.Youmay notbe able to sell yournotes.The notes
are not designed to be short-term trading instruments.Accordingly, you should be able and willing to hold your notes to maturity.
PS-6| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay a varietyof roles in connection with the notes.In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse to your interests as aninvestor in thenotes.It is possible that hedging or trading
activities of oursor our affiliates in connection with the notescould result in substantial returns for us or our affiliates while the
value of the notes declines.Please refer to"Risk Factors-Risks Relating to Conflicts of Interest"in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of the notes is only anestimate determined by reference to several factors. The originalissueprice of the
notes exceedsthe estimated value of the notes becausecosts associatedwithselling, structuring and hedging the notes are
included in the original issue price of the notes. These costs includethe selling commissions, the structuring fee, theprojected
profits, if any, that our affiliates expect to realize for assuming risksinherent in hedging our obligations under the notesand the
estimated cost of hedging our obligations under the notes. See "The Estimated Value of 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 usedin the determinationof the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, amongother things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparisonto those costs for theconventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondarymarket prices of the notes. See "The Estimated Value of the Notes" in thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in theoriginal issue price of the notes will be partially paid back to you in
connection with any repurchases of your notesbyJPMS in an amount that willdecline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimated value of your notesduring thisinitial period maybe lower than the value of the notes aspublished by
JPMS (and which may be shown on your customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than the original issue price of the notes because, among other
things, secondarymarket prices take intoaccount our internal secondary market funding rates for structured debt issuances and,
also, because secondarymarket prices (a) exclude the structuring feeand (b) mayexclude selling commissions, projected hedging
profits, if any, and estimated hedging costs that are includedin the original issue price of the notes. As a result,theprice, if any, at
whichJPMS will be willing to buy the notes from you in secondarymarket transactions, if at all, islikely tobelower than the original
issue price. Any salebyyou prior tothe 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 duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefromtheselling commissions,structuring fee, projected hedging profits, if any,
estimated hedging costsand the priceof one share of the Reference Stock. Additionally, independent pricingvendorsand/or third
party broker-dealers maypublish aprice for the notes, which mayalso be reflectedon customer account statements. This price
maybe different (higher or lower) than the price of thenotes, if any, at which JPMS may be willing to purchase your notes in the
PS-7| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
secondarymarket. See "Risk Factors -Risks Relating to the Estimated Value and Secondary Market Prices of the Notes -
Secondary market prices of the notes will be impacted by manyeconomic and market factors" in the accompanying product
supplement.
Risks Relating to the Reference Stock
•NO AFFILIATION WITH THE REFERENCE STOCK ISSUER -
We have not independently verified any of the information about the Reference Stock issuer contained in thispricing supplement.
You should undertake your own investigation into the Reference Stock and its issuer. Weare not responsible for the Reference
Stock issuer's public 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. The calculation
agent may make adjustmentsin response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect,but the calculation agent is under no obligation to do so or toconsider your interests as a
holder of the notes in making these determinations.
PS-8| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
The Reference Stock
All information contained herein on the Reference Stock andonFord is derived from publicly available sources, without independent
verification. According toitspublicly available filings with the SEC, Ford develops and delivers Ford trucks, sport utility vehicles,
commercial vans and cars, and Lincoln luxury vehicles, along with connected services. The common stock of Ford, par value $0.01 per
share (Bloomberg ticker: F), is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange
Act, and is listed on the New York Stock Exchange, which we refer to as the relevant exchange for purposesof Ford in the
accompanying product supplement. Information provided to or filed with the SEC byFord pursuant to the Exchange Act can belocated
by reference to the SEC file number 001-03950, and can be accessed through www.sec.gov. We do not make any representation that
these publicly available documentsare accurate or complete.
Historical Information
The following graph sets forth the historical performance of the Reference Stockbased on the weekly historical closing prices of one
share of the Reference Stockfrom January4, 2019 throughOctober 25, 2024. The closing price of one share of the Reference Stock
on October 31, 2024 was $10.29.We obtained the closing prices above and below from the Bloomberg Professional®service
("Bloomberg"), without independent verification. The closing prices above and below mayhave been adjusted by Bloomberg for
corporateactions, such as stocksplits, publicofferings, mergers and acquisitions, spin-offs, delistingsand bankruptcy.
The historical closing prices of oneshare of the Reference Stock should not be taken as anindication of future performance, and no
assurance canbe given as tothe closingprice of one share of the Reference Stockonany Review Date. There can beno assurance
that the performance of the Reference Stock will result in the return of any of your principal amount or thepayment of any interest.
PS-9| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences"in the accompanying product
supplement no. 4-I.In determining our reporting responsibilities we intend to treat (i) the notes forU.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 toU.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons"in the accompanying product supplement.Based on the
advice of Davis Polk & Wardwell LLP, our specialtax counsel, we believethat this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or acourt may adopt, in whichcase the timing andcharacter of any income or loss on thenotes
could be materially affected.In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts"and similar instruments.The notice focuses in particular on whether to require
investors in these instrumentsto accrue income over the term of their investment.It also asks for comments ona number of related
topics, including the character of income or loss with respect to these instruments and the relevance of factors such asthe nature of the
underlying property to which the instruments are linked.While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect.The discussions above andin the accompanying
product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under Section451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presentedby thenotice described above.
Non-U.S. Holders-Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent,intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generallyat a rate of 30% or at a reduced ratespecified by an
applicable income tax treatyunder an "other income" or similar provision. We will not be required to payany additional amounts with
respect to amounts withheld. In order toclaiman 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 iseligible for suchan exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consultyour tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalentspaid or deemedpaid to Non-U.S. Holders with respect to certain
financial instrumentslinked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthe 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 payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an"Underlying Security"). Based on certain determinations made by us, our special tax counselis of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders.Our determination is not binding on the
IRS, and the IRS may disagree with this determination.Section 871(m) is complex and itsapplication may depend on your particular
circumstances, including whether you enter intoother transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to thenotes.
In the event of any withholding onthe notes, we will not be required to payany additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of the values of the following
hypothetical components: (1) a fixed-income debt component with thesame maturityasthe notes, valued usingthe internal funding
ratedescribed below, and (2) the derivative or derivatives underlying theeconomic terms of the notes.The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in thedetermination of theestimated valueof thenotesmay differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybebased on, among other things, our and our affiliates'view of the funding value of the notes as well as the higherissuance,
operational and ongoing liability management costs of thenotes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement fundingrate for the notes. The use of an internal
funding rate and any potential changes to that ratemay have an adverse effect on the terms of the notes and anysecondary market
prices of the notes. For additional information, see"Selected Risk Considerations- Risks Relating to the Estimated Value and
PS-10| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Secondary Market Prices of the Notes- The Estimated Value of the NotesIs Derived byReference to anInternal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.Thesemodelsare dependent on inputssuch as the traded market prices of comparable derivative instrumentsand on
various other inputs, some of whicharemarket-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about futuremarket events and/or environments.Accordingly, the estimated value of the notes is
determined whenthe terms of the notes areset based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptions could provide valuations forthe notes that are greater than or less thanthe estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptions may prove to be incorrect.On
future dates, thevalue of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notesfrom you in secondary market transactions.
The estimated value of the notes is lower than the originalissue price of the notes because costs associated withselling, structuring
and hedgingthe notes are included in the original issueprice of the notes. Thesecostsinclude the selling commissions and the
structuring fee paid to JPMS and other affiliated or unaffiliated dealers, theprojected profits, if any, that our affiliates expect to realize
for assuming risks inherent inhedging our obligations under the notes 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, this hedging may
result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our
obligations under the notesmay be allowedto other affiliated or unaffiliateddealers, and we or one or more of our affiliates will retain
any remaining hedging profits.See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market
Prices of theNotes - The Estimated Value of the Notes Is LowerThan the Original Issue Price (Price to Public) of the Notes"in this
pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see"Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes-Secondary market prices of the notes will be impactedbymany
economic andmarket factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period.These costs can includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of the notes.The length of anysuch initialperiod reflects the structure of the notes, whether our affiliatesexpect to earn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined byour affiliates.See"Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricingsupplement.
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 the notes and "The Reference Stock"in this pricing supplementfor adescription of the market exposure provided bythe
notes.
The original issue price of thenotes is equal tothe estimated value of the notes plus the selling commissionsand the structuring fee
paid to JPMS and other affiliated or unaffiliated dealers, plus(minus) the projected profits (losses) that our affiliates expect to realize for
assuming risks inherent in hedging our obligations under the notes, plusthe estimated cost of hedging our obligations under thenotes.
PS-11| Structured Investments
Auto CallableContingentInterest NotesLinkedto the Common Stock of
Ford Motor Company
Supplemental Plan of Distribution
JPMS, acting asagent for JPMorgan Financial, will pay all of theselling commissionsof $17.50 per $1,000 principal amount note it
receives from us to other affiliated or unaffiliated dealers. JPMS, acting as agent for JPMorgan Financial, will also pay all of the
structuring fee of $1.00 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.
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 offered by this pricing supplement have been issued by JPMorganFinancial pursuant to theindenture, 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 globalnote that represents such notes(the "master note"), and such notes have beendelivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitutea
valid and binding obligationof JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
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
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressedabove or (ii) any provision of the indenture that purportsto avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.'sobligation under the related guarantee.
Thisopinion is given as of the date hereof and is limited to the laws of the State of New York, the General CorporationLaw of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion issubject to customary assumptions about the
trustee's authorization, execution and deliveryof the indenture andits authentication of the master note and the validity, binding nature
and enforceabilityof the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
Additional Terms Specific to the Notes
You should readthispricing supplement together with theaccompanyingprospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part,the accompanyingprospectus
addendum and the more detailed information contained inthe accompanyingproduct supplement.Thispricing 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, tradeideas, structures for
implementation, samplestructures, fact sheets, brochures or other educational materials of ours.Youshould carefully consider, among
other things, the matters set forth in the "Risk Factors" sections of the accompanying prospectussupplement andthe accompanying
product supplement and in Annex A to the accompanying prospectus addendum, as the notesinvolve risks not associated with
conventional debt securities.We urge you to consult your investment, legal, tax, accounting and other advisers beforeyou invest in the
notes.
You may access these documentson the SEC website at www.sec.govasfollows (or if such addresshas changed, by reviewingour
filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectusaddendum datedJune 3,2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617.As used in thispricing
supplement,"we,""us"and "our"refer to JPMorgan Financial.