JPMorgan Chase & Co.
10/29/2024 | Press release | Distributed by Public on 10/29/2024 14:51
Primary Offering Prospectus - Form 424B2
October 25, 2024RegistrationStatement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to productsupplement no. 4-Idated April 13, 2023, underlyingsupplement no. 1-Idated April 13,2023, the prospectus and
prospectus supplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorganChase Financial Company LLC
Structured Investments
$2,545,000
Callable Contingent Interest Notes Linked to the Least
Performing of the MSCI Emerging Markets Index, the Russell
2000®Index and theVanEck® Gold Miners ETFdue October
28, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
•The notes aredesigned for investors who seek a Contingent Interest Payment with respect to each Review Date, for
whichtheclosing value of each of the MSCI Emerging Markets Index, the Russell 2000®Index and the VanEck® Gold
Miners ETF, which we refer toas theUnderlyings, is greater than or equal to55.00% of itsInitial Value, which we refer to
as an Interest Barrier.
•The notesmay be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other
than the first andfinal Interest Payment Dates).
•The earliest date on which the notes may be redeemed earlyisApril 30, 2025.
•Investors should be willing toaccept 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
Contingent Interest Payments.
•The notes areunsecured and unsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorganFinancial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments onthenotes are not linked to abasket composed of theUnderlyings.Paymentson the notes are linked to the
performance of each of theUnderlyings individually, asdescribed below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes priced on October 25, 2024 and are expected tosettleon or about October 30, 2024.
•CUSIP: 48135U7D6
Investingin thenotes involves a number of risks.See"RiskFactors" beginning on page S-2ofthe accompanying prospectus
supplement,AnnexA to the accompanying prospectus addendum,"Risk Factors"beginning on pagePS-11 oftheaccompanying
product supplementand "Selected Risk Considerations" beginningon page PS-5ofthispricing supplement.
Neither the Securities andExchangeCommission (the"SEC") norany state securities commission hasapproved or disapproved of thenotesor
passed upon the accuracy or theadequacy ofthis pricingsupplementor the accompanying product supplement,underlying supplement,
prospectus supplement, prospectusand prospectusaddendum.Any representationtothe contraryis acriminal offense.
Priceto Public (1)
Fees andCommissions(2)
ProceedstoIssuer
Per note
$1,000
$18.50
$981.50
Total
$2,545,000
$47,082.50
$2,497,917.50
(1)See"Supplemental Use ofProceeds"in this pricing supplement for information aboutthe components of the price to publicofthe
notes.
(2)J.P. MorganSecuritiesLLC, which we refer toas JPMS, acting as agentfor JPMorgan Financial, will pay allof the selling
commissionsof $17.50per $1,000principal amount noteit receives from us to other affiliated or unaffiliated dealers. JPMS, acting as
agent for JPMorgan Financial, willalso pay all of thestructuringfeeof $1.00per $1,000 principal amount note it receivesfrom us to
other affiliated orunaffiliated dealers. See "Planof Distribution (Conflicts ofInterest)" intheaccompanying product supplement.
The estimated value of the notes, when the terms of thenotes were set,was $966.70per $1,000 principal amount note.
See"The Estimated Value of the Notes" in thispricing supplementfor additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: TheMSCI Emerging Markets Index (Bloomberg
ticker: MXEF) and the Russell 2000® Index (Bloomberg ticker:
RTY) (each of the MSCI EmergingMarkets Indexand the
Russell 2000®Index, an "Index" and collectively, the "Indices")
and the VanEck® Gold Miners ETF (Bloomberg ticker: GDX)
(the "Fund") (each of the Indices and the Fund, an "Underlying"
and collectively, the "Underlyings")
Contingent InterestPayments:If the notes have not been
previously redeemed earlyand theclosing value of each
Underlying on any Review Date isgreater than or equal to its
Interest Barrier, you will receive on the applicableInterest
Payment Date for each $1,000 principal amount note a
ContingentInterest Payment equalto$23.125 (equivalent to a
ContingentInterest Rate of 9.25% per annum, payable at a rate
of 2.3125% per quarter).
If the closing value of any Underlyingon any Review Date is
less than its Interest Barrier, no Contingent Interest Payment
will be made with respect to that Review Date.
Contingent InterestRate:9.25% per annum, payable at a rate
of 2.3125% per quarter
Interest Barrier/ Trigger Value:With respect to each
Underlying, 55.00% of its Initial Value, which is 624.184 for the
MSCI Emerging Markets Index, 1,214.39725for the Russell
2000®Index and $22.858 for the Fund
Pricing Date:October 25, 2024
Original Issue Date (Settlement Date): On or about October
30, 2024
Review Dates*:January 27, 2025, April 25, 2025, July25,
2025, October 27, 2025, January 26, 2026, April27, 2026, July
27, 2026, October 26, 2026, January 25, 2027, April 26, 2027,
July 26, 2027 and October25, 2027(final Review Date)
Interest Payment Dates*:January 30, 2025, April 30, 2025,
July 30, 2025, October 30, 2025, January 29, 2026, April 30,
2026, July 30, 2026, October 29, 2026, January 28, 2027, April
29, 2027, July 29, 2027 and the Maturity Date
Maturity Date*: October 28, 2027
* Subject to postponement in theevent of amarket disruptionevent
and as describedunder"General Terms of Notes-Postponement
of a Determination Date - NotesLinked toMultipleUnderlyings"
and "General TermsofNotes- Postponement of a PaymentDate"
in theaccompanying product supplementor early accelerationin
the event of a change-in-law eventasdescribed under "General
Terms of Notes-Consequences of a Change-in-Law Event" in the
accompanyingproductsupplement and "Selected Risk
Considerations-Risks Relatingto the NotesGenerally - We May
Accelerate Your NotesIf a Change-in-Law EventOccurs" in this
pricingsupplement
Early Redemption:
We, at our election, may redeem the notesearly, in whole but
not in part, on any of theInterest Payment Dates (other than the
first andfinal Interest Payment Dates) at a price, for each
$1,000 principal amount note, equal to (a) $1,000plus (b) the
Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The DepositoryTrust
Company, or DTC, at least three business days before the
applicable Interest Payment Date on which the notes are
redeemedearly.
Payment at Maturity:
If the notes have not been redeemed earlyand the Final Value
of each Underlying is greater than or equal to its Trigger Value,
you will receive acash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000plus(b) the
Contingent Interest Paymentapplicable to the final Review
Date.
If the notes have not been redeemed earlyand the Final Value
of anyUnderlyingisless than its Trigger Value, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been redeemed earlyand theFinal Value
of anyUnderlyingisless than its Trigger Value, you will lose
more than 45.00% of your principal amount at maturity and
could loseall of your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of theUnderlyings
Underlying Return:
With respect to each Underlying,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachUnderlying, the closing value
of thatUnderlyingon the Pricing Date, which was 1,134.88 for
the MSCI Emerging Markets Index, 2,207.995 for the Russell
2000®Index and $41.56 for the Fund
Final Value: With respect to eachUnderlying, the closing value
of thatUnderlyingon the finalReview Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining theclosing value of the Fund and is
set equal to 1.0on the PricingDate. The Share Adjustment
Factor is subject to adjustment uponthe occurrenceof certain
events affecting the Fund. See "The Underlyings - Funds -
Anti-Dilution Adjustments"in the accompanyingproduct
supplement for further information.
PS-2 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
Supplemental Terms of the Notes
Any valuesof the Underlyings, and anyvalues derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricingsupplement and the corresponding terms of the notes. Notwithstanding
anything to the contraryin theindenture governing the notes, that amendment willbecomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payment in Connection with the First Review Date
Payments in Connectionwith Review Dates (Other than theFirst and Final Review Dates)
The closing value of eachUnderlyingis greater than
or equal toits Interest Barrier.
Theclosing value of anyUnderlying is less thanits
Interest Barrier.
First ReviewDate
Comparetheclosing value of eachUnderlying toits Interest Barrieron thefirstReviewDate.
You will receive a Contingent Interest Payment on the
first Interest Payment Date.
Proceedto the next ReviewDate.
No Contingent Interest Payment will bemadewith respect to
the first ReviewDate.
Proceedto the next ReviewDate.
You will receive (a) $1,000 plus (b) a
Contingent Interest Payment onthe
applicable Interest Payment Date.
No further payments will bemadeon the
notes.
Comparetheclosing value of eachUnderlying toits Interest Barrieron each ReviewDate until the final ReviewDate or anyearlyredemption.
ReviewDates (Other than the First and Final ReviewDates)
EarlyRedemption
Theclosing value of each
Underlyingis greaterthanor
equal toits Interest Barrier.
Theclosing value of any
Underlyingis lessthanits Interest
Barrier.
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceedto the next ReviewDate.
No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceedto the next ReviewDate.
No EarlyRedemption
You will receive $1,000 ontheapplicable
Interest Payment Date.
No further payments will be made on the
notes.
PS-3 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
Payment at MaturityIf the Notes Have Not Been Redeemed Early
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notesbased on the Contingent Interest Rate of 9.25% per annum, depending on how many Contingent Interest Payments are made
prior to early redemptionor maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
12
$277.500
11
$254.375
10
$231.250
9
$208.125
8
$185.000
7
$161.875
6
$138.750
5
$115.625
4
$92.500
3
$69.375
2
$46.250
1
$23.125
0
$0.000
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b)the
Contingent InterestPayment
applicable to thefinal ReviewDate.
Thenotes have not been
redeemedearlypriorto the
final ReviewDate.
Proceedto maturity
Final ReviewDatePaymentat Maturity
TheFinal Value of eachUnderlying is greater
than or equal toits Trigger Value.
You will receive:
$1,000 + ($1,000 × Least Performing
UnderlyingReturn)
Under thesecircumstances, you will
losesome or all of your principal
amount at maturity.
TheFinal Value of anyUnderlying is lessthan its
Trigger Value.
PS-4 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
Hypothetical Payout Examples
The followingexamples illustrate payments on the notes linked to threehypothetical Underlyings, assuming a range of performances
for thehypothetical Least Performing Underlying on the Review Dates.Each hypothetical payment set forth below assumes that
the closing value of each Underlying that is not the Least Performing Underlying on each Review Date is greater than or equal
to its Initial Value (and therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical paymentsset forth below assume the following:
•the notes have not been redeemedearly;
•an Initial Value for theLeast Performing Underlying of 100.00;
•an Interest Barrier and a Trigger Valuefor the Least PerformingUnderlyingof 55.00 (equal to 55.00%of its hypothetical Initial
Value);and
•a Contingent Interest Rate of 9.25% per annum.
The hypothetical Initial Value of the LeastPerforming Underlying of 100.00has been chosen for illustrative purposes onlyand does not
represent the actual Initial Value of anyUnderlying.The actual Initial Value of eachUnderlying is the closing value of thatUnderlying
on the Pricing Dateand isspecified under "KeyTerms-Initial Value" in thispricing supplement.For historical data regardingthe
actualclosing values of each Underlying, please see the historical information set forthunder "The Underlyings" in this pricing
supplement.
Each hypothetical payment set forthbelow isfor illustrative purposesonly and may not be the actual payment applicable to a purchaser
of the notes.The numbers appearing in the following exampleshave been rounded for ease of analysis.
Example1 - Notes have NOT been redeemed earlyand the Final Value of the Least Performing Underlying is greater than or
equal to its Trigger Value.
Date
ClosingValueof Least
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
95.00
$23.125
Second Review Date
85.00
$23.125
Third through Eleventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,023.125
Total Payment
$1,069.375 (6.9375% return)
Because the notes have not been redeemed earlyand the Final Valueof the Least Performing Underlyingis greater thanor equal to its
Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be$1,023.125 (or $1,000plusthe 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 $1,000 principal amount note, is$1,069.375.
Example2 - Notes have NOT been redeemed earlyand the Final Value of the Least Performing Underlying is less than its
Trigger Value.
Date
ClosingValueof Least
Performing Underlying
Payment (per $1,000 principalamount 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 redeemed early, the FinalValueof the Least Performing Underlying is less thanits Trigger Value and
the Least PerformingUnderlying Return is -60.00%, the payment at maturity willbe$400.00 per $1,000 principal amount note,
calculatedasfollows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
PS-5 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
The hypothetical returnsand hypothetical payments on thenotesshown above apply only if you hold thenotesfor their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated withany sale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above would likely be lower.
Selected Risk Considerations
An investment in thenotesinvolves significant risks. These risks are explained in more detail in the "Risk Factors"sectionsof the
accompanyingprospectus supplementand product supplementand in Annex A to theaccompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not beenredeemed earlyand the Final Value of any
Underlying is less than its Trigger Value, you willlose 1% of the principal amount of your notes for every 1% that the Final Value of
the Least Performing Underlyingis less than itsInitial Value. Accordingly, under these circumstances, you will lose morethan
45.00% of your principalamount at maturity and could 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 redeemed early, we will make a Contingent Interest Payment with respect to a Review Date only if the
closingvalue of eachUnderlyingon that Review Date is greater than or equal to its Interest Barrier.If theclosingvalue of any
Underlying on that Review Date isless than its Interest Barrier, no Contingent Interest Payment will bemade with respect to that
Review Date. Accordingly, if the closing valueof any Underlying oneach Review Date is lessthan its Interest Barrier, you will not
receive any interest paymentsover the termof the notes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were todefault on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could lose your entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a 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. tomakepayments under loansmade by us to
JPMorgan Chase & Co.or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiaryof 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 tous and we areunable to make
payments on the notes, you may have to seek 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 any Underlying, which may be significant. You willnot participate inany appreciation of any
Underlying.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments onthenotes are not linked to abasket composed of theUnderlyingsand are contingent upon the performance of each
individualUnderlying. Poor performance by any of the Underlyings over the term of the notesmaynegatively affect whether you
will receivea Contingent Interest Payment on any Interest Payment Date and your payment at maturity and will not be offset or
mitigated by positive performancebyanyother Underlying.
PS-6 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE -
If the Final Valueof anyUnderlying is less than its Trigger Value and the notes have not beenredeemed early, the benefit provided
by the Trigger Value will terminate andyou willbe fully exposed to any depreciation of the Least PerformingUnderlying.
•THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeemyour notesearly, the term of the notesmaybe reduced to as short as approximatelysix months and you will
not receive any Contingent Interest Payments after the applicable Interest Payment Date. Thereisno guarantee that you would 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 wherewe elect to redeem your notes before maturity, youare not entitled to any fees and
commissions described on the front cover of this pricingsupplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND ORTHE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING
OR HAVE ANY RIGHTS WITH RESPECT TOTHE FUND OR THOSE SECURITIES.
•THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE VALUE OF THAT UNDERLYING IS VOLATILE.
•WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS -
Upon the announcement or occurrence of legal or regulatorychanges that the calculationagent determinesare likely to interfere
with your or our ability to transact in or hold the notesor our abilityto hedge or perform ourobligations under the notes, we may, in
our sole and absolute discretion, accelerate the payment on your notes and pay you an amount determined in good faithand in a
commercially reasonable manner by the calculation agent. If the payment on your notesis accelerated,your investment may result
in a loss andyou may not be able to reinvest your money ina comparable investment. Please see "General Terms of Notes -
Consequences of a Change-in-Law Event" in the accompanying product supplement for more information.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange.Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy the notes. You may notbe able to sellyour notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economicinterests are potentially adversetoyour interests as an investor in the notes. 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 whilethe
value of the notes declines. Please refer to"RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The originalissue price of the
notes exceedsthe estimated value of the notes becausecosts associated with selling, structuring and hedging the notesare
included in the original issue price of the notes. Thesecosts include the selling commissions, the structuring fee, the projected
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"TheEstimated Value of the Notes" in this pricing supplement.
PS-7 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
•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 the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any 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 the original issue price of the noteswill 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 -
Anysecondarymarket pricesof the notes willlikely be lower than the original issue price of the notes because, among other
things, secondarymarket prices take into account our internal secondarymarket funding rates for structureddebt issuances and,
also, because secondarymarket prices (a) exclude the structuringfee and (b) mayexcludeselling commissions, projected hedging
profits, if any, and estimated hedging costs that are includedin the original issue price of the notes. As a result, the price, if any, at
whichJPMS will be willing to buy the notes from you in secondarymarket transactions, if at all, is likely to be lower 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 during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother,asidefrom theselling commissions,structuring fee, projected hedging profits, if any,
estimated hedging costsand thevalues of theUnderlyings. Additionally, independent pricing vendors and/or third party broker-
dealers may publish a price for the notes, whichmay also bereflected oncustomer account statements.Thisprice may be
different (higher or lower) than the price of the notes, if any, at which JPMS may be willingto purchase your notes in the secondary
market. See "Risk Factors-Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary
market prices of the notes will be impacted bymany economic and market factors" in the accompanying product supplement.
Risks Relating tothe Underlyings
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE MSCI EMERGING MARKETS INDEX AND THE FUND-
Some or all the equity securities included in the MSCI Emerging Markets Indexor heldbythe Fund have been issued by non-U.S.
companies. Investments in securities linked to the value of such non-U.S. equitysecurities involve risks associated withthe home
countries and/or the securitiesmarkets in the home countries of the issuersof those non-U.S. equitysecurities. Also, there is
generally less publicly available information about companies in some of thesejurisdictions than there is about U.S. companies
that are subject to the reporting requirements of the SEC.
•EMERGING MARKETS RISK WITH RESPECT TO THE MSCI EMERGING MARKETS INDEX -
The equity securities included in the MSCI EmergingMarkets Indexhave been issued by non-U.S. companies located in emerging
marketscountries.Countrieswith emerging markets may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may haveless
protection of property rights than more developed countries.The economies of countries with emerging markets maybe based on
only a few industries, maybehighlyvulnerable to changes in localor global trade conditions, and may suffer from extreme and
volatile debt burdens or inflation rates. Localsecuritiesmarketsmay trade a small number of securities and maybe unable to
respond effectively toincreases in trading volume, potentially making prompt liquidation of holdingsdifficult or impossibleat times.
•THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE MSCI EMERGING MARKETS
INDEX AND THE FUND -
PS-8 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
Because the prices of thenon-U.S. equitysecurities included in the MSCI Emerging Markets Index are converted into U.S. dollars
for purposes of calculating thelevel of that Indexand the prices of the non-U.S. equity securities heldby the Fund are converted
into U.S. dollars for purposesof calculating thenet asset value of the Fund,holders of the notes will beexposed to currency
exchange rate risk with respect to each of the currencies in which the non-U.S. equity securitiesincluded in the MSCI Emerging
MarketsIndex or held by the Fund trade. Your net exposure will depend on the extent to which thosecurrenciesstrengthen or
weaken against the U.S. dollar and the relative weight of equity securities included in the MSCI Emerging Markets Index or held by
the Fund denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens
against those currencies, the value of the MSCI Emerging Markets Index or the Fund will be adversely affected and any payment
on the notes may be reduced.
•RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE MSCI EMERGING MARKETS
INDEX -
Pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in, or possession of, publiclytraded
securities of certain companies that are determined to be linked to the People's Republic of China military, intelligence and security
apparatus, or securities that are derivative of, or are designed to provideinvestment exposure to, those securities.The sponsor of
the MSCI Emerging Markets Index recently removed theequitysecurities of a small number of companies from the MSCI
EmergingMarkets Index in response to these executiveorders.If the issuer of any of the equity securities included in theMSCI
EmergingMarkets Index isin the future designatedassuch a prohibitedcompany, the value of that company maybe adversely
affected, perhaps significantly, which would adversely affect the performance of the MSCI EmergingMarkets Index.In addition,
under these circumstances, the sponsor of the MSCI Emerging Markets Index is expected to remove theequitysecurities of that
company from the MSCI Emerging Markets Index. Any changes to the composition of theMSCI Emerging Markets Index in
response to these executive orders could adversely affect the performance of the MSCI Emerging Markets Index.
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Smallcapitalization companies are less likely to pay dividends ontheir stocks, and the presenceof a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
•THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund issubject tomanagement risk, which is the risk that theinvestment strategies ofthe Fund's investment adviser, the
implementation of which is subject to anumber of constraints, may not produce the intended results. These constraintscould
adversely affect the market price of the sharesof the Fund and, consequently, thevalue ofthe notes.
•THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (as defined under "The Underlyings" below) and may holdsecurities different
from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transactioncostsand
fees that are not included in the calculation of its Underlying Index. All of these factorsmay lead to a lack of correlation between
the performance of the Fund and its UnderlyingIndex. In addition, corporateactions with respect to the equity securities
underlying the Fund (such as mergers and spin-offs) mayimpact the variance between the performances of the Fund and its
Underlying Index. Finally, because the sharesof the Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of the Fund maydiffer from the net asset value per shareof the Fund.
During periodsof market volatility, securities underlying the Fund may be unavailable in thesecondarymarket, market participants
maybe unable to calculate accurately thenet asset value per share of the Fund and theliquidity of the Fund may be adversely
affected. This kind of market volatility mayalso disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility mayadversely affect, sometimes materially, the prices at which market participants are willing to buyand
sell shares of the Fund. Asa result, under these circumstances, themarket value of shares of the Fund mayvary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fundmay not correlate
with the performance of its Underlying Index as well as the net asset value per share of the Fund, which could materiallyand
adversely affect the value of the notes in the secondary market and/or reduce any paymenton the notes.
PS-9 | Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
•RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE FUND -
All or substantially all of theequitysecurities held by the Fund areissued bycompanies whose primary line of businessisdirectly
associated with thegold and/or silver mining industries. As a result, the value of the notes maybesubject to greater volatility and
be more adversely affectedby a single economic, political orregulatory occurrence affecting these industries than a different
investment linked to securitiesof a more broadlydiversified group of issuers. Investments related to gold and silver are considered
speculative and are affected by avarietyof factors. Competitive pressuresmay have a significant effect on the financial condition
of gold and silver miningcompanies. Also, gold and silver miningcompanies are highly dependent on the price of gold and silver
bullion, respectively, but mayalso be adversely affected by a variety of worldwide economic, financial and political factors. The
price of goldand silver may fluctuate substantially over short periods of time, so the Fund's share pricemay be more volatile than
other types of investments. Fluctuation in the prices of goldand silver may be due to anumber of factors, includingchanges in
inflation, changes incurrency exchange rates and changes in industrial and commercial demand for metals (including fabricator
demand). Additionally, increased environmentalor labor costsmay depress the value of metal investments.These factors could
affect the gold and silver mining industries and couldaffect the value of the equity securities held by theFund and the price of the
Fund during the term of the notes, which may adverselyaffect the value of your notes.
•THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent willmake adjustments to the Share Adjustment Factor for certain events affecting the shares of theFund.
However, the calculation agent will not make an adjustment in response to all events that couldaffect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes maybemateriallyand
adversely affected.
PS-10| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
The Underlyings
The MSCI Emerging Markets Indexis a free float-adjusted market capitalization index that is designed to measure the equitymarket
performance of global emerging markets.For additional information about the MSCI Emerging MarketsIndex, see "Equity Index
Descriptions -The MSCI Indices" in the accompanying underlying supplement.
The Russell 2000® Index consists of the middle 2,000 companies included in the Russell3000E™ Index and, as a result of theindex
calculation methodology, consistsof the smallest 2,000 companies included inthe Russell 3000®Index. The Russell 2000® Index is
designed to track the performanceof the small capitalization segment of the U.S. equitymarket.For additional information about the
Russell 2000®Index, see "Equity Index Descriptions-TheRussell Indices" in the accompanying underlyingsupplement.
The Fund is an exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to replicate asclosely as
possible, before fees and expenses, the price andyield performance of the NYSE Arca GoldMiners Index, which we refer to as the
Underlying Index with respect to the Fund. The NYSE Arca Gold Miners Index is a modified market capitalization weighted index
composed of publicly traded companies involved primarily in the mining of goldor silver. For additional information about the Fund, see
"Fund Descriptions-The VanEck®ETFs" in the accompanying underlying supplement.
Historical Information
The following graphsset forththe historical performance of each Underlying based on theweekly historical closing values from January
4, 2019 through October 25, 2024.The closing value of the MSCI Emerging Markets Indexon October 25, 2024 was1,134.88. The
closingvalue of the Russell 2000® Index on October25, 2024 was2,207.995. The closing value of the Fundon October25, 2024 was
$41.56. We obtained the closing valuesabove and below from the Bloomberg Professional® service ("Bloomberg"), without
independent verification.Theclosing values of the Fund above and below may have beenadjusted by Bloomberg for actions taken by
the Fund, such as stock splits.
The historicalclosing values of each Underlyingshould not be taken as an indication of future performance, and no assurance can be
given as tothe closing value of any Underlying on any Review Date.There can beno assurance that the performance of the
Underlyings will result in the return of any of yourprincipalamount or the payment of any interest.
PS-11| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
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 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-TaxConsequences to U.S. Holders - Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or acourt may adopt, in whichcase the timing andcharacter of any income or loss on thenotes
could be materially affected.In addition, in 2007 Treasuryand the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in these instrumentsto accrue income over the term of their investment. It also asks for commentsona number of related
topics, including the character of income or loss with respect to these instruments and the relevance of factors such as thenature 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. Thediscussions 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 consequences of an investment in the notes,
including possible alternative treatments and the issues presentedby thenotice described above.
PS-12| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
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 to claiman 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 such an exemption or
reduction under an applicable tax treaty.If you are a Non-U.S. Holder, you should consultyour taxadviser regarding thetax 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 fromthescope of Section871(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 dividends for 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 the notes.
In the event of any withholding on the notes, we will not be required topay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component withthe same maturityas the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the 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 secondarymarket (if anyexists) at
any time. The internal funding rate used in thedetermination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybe 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 comparisonto those costs for the conventional fixed income
instruments of 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 theprevailing market replacement funding rate for thenotes. The use of an internal
funding rate and anypotential 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
Secondary Market Pricesof the Notes- The Estimated Value of the NotesIs Derived byReference toanInternal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of thenotes is derived from internal pricingmodelsof our
affiliates.Thesemodels are dependent on inputssuch as the traded market prices of comparable derivative instruments and on
various other inputs, someof which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about futuremarket events and/or environments.Accordingly, theestimated value of the notes is
determined when the termsof the notes areset based 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
modelsand assumptionscould provide valuations forthenotes that are greater than or less thanthe estimated value of the notes.In
addition, market conditions and other relevant factors in the future may 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 secondarymarket transactions.
The estimated value of the notes is lower than the original issue price of the notesbecause costs associatedwithselling, structuring
and hedging the notes are included in the original issue price of the notes.These costsinclude the selling commissions and the
structuring fee paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent inhedging our obligations underthe notes and the estimated cost of hedging our obligations under the
notes.Because hedging our obligations entails risk andmaybe influenced by market forces beyond our control, this hedging may
PS-13| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
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 notes may be allowedto other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain
any remaining hedging profits.See"Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes- The Estimated Value of the Notes Is Lower Than the Original IssuePrice (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 beimpacted bymany
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period.These costs canincludeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs andour internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes.Thelength of any such initial period 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 pricing supplement.
SupplementalUse of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile andmarket 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 "TheUnderlyings"in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions and 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 hedgingour obligations under the notes, plusthe estimated cost of hedging our obligations under thenotes.
SupplementalPlan of Distribution
JPMS, acting asagent for JPMorgan Financial, will pay all of thesellingcommissionsof $17.50 per $1,000 principal amount noteit
receives from us to other affiliated orunaffiliated dealers.JPMS, acting as agent for JPMorgan Financial, will also pay allof 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 andJPMorgan Chase & Co., when the
notesoffered by this pricing supplement have been issued 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 globalnote that represents such notes(the "master note"), and such notes have been delivered 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 affectingcreditors' 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 purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.'s obligation 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 Corporation Law 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 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.
PS-14| Structured Investments
Callable ContingentInterest Notes Linked to the Least Performing of the
MSCI EmergingMarketsIndex, the Russell 2000®Index and the VanEck®
Gold MinersETF
Additional Terms Specific to the Notes
You should readthispricing supplement together with theaccompanyingprospectus, as supplemented by theaccompanying
prospectus supplement 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 accompanyingproduct supplement and the accompanying underlying
supplement.This pricing supplement, together with the documents listed below, contains the terms of 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 shouldcarefullyconsider, among other things, the matters set forth in the "RiskFactors"sections of the accompanying
prospectus supplement and the accompanying product supplementand in Annex A to the accompanying prospectus addendum, as the
notes involve risks not associated with conventional debt securities.We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in thenotes.
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 April13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum dated June 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase& Co.'s CIK is 19617.As used inthispricing
supplement,"we,""us"and "our"refer to JPMorgan Financial.