JPMorgan Chase & Co.
10/29/2024 | Press release | Distributed by Public on 10/29/2024 12:52
Primary Offering Prospectus - Form 424B2
October 25, 2024
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-Idated April 13, 2023, underlying supplement no. 1-IdatedApril 13, 2023, the prospectus and
prospectussupplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$630,000
Auto CallableContingent Interest Notes Linked to the Least
Performing of the Nasdaq-100 Index®, the Russell 2000®Index
and the SPDR®S&P® Regional Banking ETF due October 28,
2027
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a Contingent Interest Payment with respect to each Review Date for which
the closing valueof each of the Nasdaq-100 Index®, the Russell 2000® Index and the SPDR®S&P® Regional Banking ETF,
which we refer to as the Underlyings, is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest
Barrier.
●If the closing value of each Underlying isgreater than or equal to its Interest Barrier onanyReview Date, investors will
receive, inaddition tothe Contingent Interest Payment with respect to that Review Date, any previously unpaid Contingent
Interest Payments for prior Review Dates.
●The notes will beautomatically called if the closing valueof each Underlying on any Review Date (other than the first,
second, third, fourth, fifth and final Review Dates) is greater than or equal to its Initial Value.
●The earliest dateon which anautomatic call may be initiated is April25, 2025.
●Investors should be willing to accept the risk of losing some or allof their principal and the risk that no Contingent Interest
Payment may bemade with respect to some or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The notes areunsecured andunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer 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 JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Payments on the notes are not linkedto a basket composed of the Underlyings. Paymentson the notes are linked to the
performance of each of the Underlyings individually, as describedbelow.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes priced on October 25, 2024 and are expected to settle on or about October 30, 2024.
●CUSIP:48135UD56
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-8of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securitiescommission has approved or disapproved of
the notes or passed upon the accuracy or theadequacyof this pricingsupplement or the accompanying product supplement,
underlying supplement, prospectus supplement,prospectus and prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions(2)
Proceeds to Issuer
Per note
$1,000
$29.50
$970.50
Total
$630,000
$18,585
$611,415
(1) See "Supplemental Use of Proceeds"in this pricing supplementfor information about the components of the price to publicof the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent forJPMorganFinancial, will pay allof the selling commissions
of $29.50 per$1,000 principal amount note it receives fromus toother affiliated or unaffiliated dealers.See "Planof Distribution (Conflicts
of Interest)" in the accompanying productsupplement.
The estimated value of the notes, when the terms of the notes were set, was $950.20 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotesare not bankdeposits, arenot insured by the Federal Deposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:JPMorgan Chase & Co.
Underlyings:The Nasdaq-100 Index® (Bloomberg ticker: NDX)
and the Russell 2000® Index (Bloomberg ticker: RTY) (eachan
"Index" and collectively, the "Indices") and the SPDR®S&P®
Regional Banking ETF (Bloomberg ticker: KRE) (the "Fund")
(each of the Indices and the Fund, an "Underlying" and
collectively, the "Underlyings")
Contingent Interest Payments:
If the notes have not been automatically called and the closing
value of each Underlying on any Review Date is greater than or
equal toitsInterest Barrier, you will receive on the applicable
Interest Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to $6.8333 (equivalent to a
Contingent Interest Rate of 8.20% per annum, payable at a rate
of 0.68333% per month),plusanypreviously unpaid Contingent
Interest Payments for any prior Review Dates.
If the Contingent Interest Payment isnot paid onany Interest
Payment Date, that unpaid Contingent Interest Payment will be
paid on a later Interest Payment Date if the closing valueof
each Underlying on the Review Date related to that later
Interest Payment Date is greater than or equal to its Interest
Barrier. You will not receive any unpaid Contingent Interest
Payments if the closing value of any Underlyingon each
subsequent Review Date isless thanitsInterest Barrier.
Contingent Interest Rate:8.20% per annum, payable at a rate
of 0.68333% per month
Interest Barrier:With respect to each Underlying, 70.00% of its
Initial Value, which is 14,246.414 for the Nasdaq-100 Index®,
1,545.5965 for the Russell 2000® Indexand $40.53 for the
SPDR®S&P® Regional Banking ETF
Trigger Value: With respect to each Underlying, 60.00% of its
Initial Value, which is 12,211.212 for the Nasdaq-100 Index®,
1,324.797 for the Russell 2000® Index and $34.74 for the
SPDR®S&P® Regional Banking ETF
Pricing Date:October 25, 2024
Original Issue Date (Settlement Date):On or about October
30, 2024
Review Dates*:Asspecified under "Key Terms Relating to the
Review Dates and Interest Payment Dates" in thispricing
supplement
Interest Payment Dates*:Asspecified under "KeyTerms
Relating to theReview Datesand Interest Payment Dates" in
thispricing supplement
Maturity Date*:October 28, 2027
Call Settlement Date*:If thenotes are automatically called on
any Review Date (other than the first,second, third, fourth, fifth
and final Review Dates), the first Interest Payment Date
immediately following that Review Date
* Subject to postponement in theevent of a market disruption event and
as described under "General Termsof Notes -Postponementofa
Determination Date -Notes Linked to Multiple Underlyings" and
"General Terms of Notes -Postponement of a PaymentDate" inthe
accompanying product supplement
Automatic Call:
If the closing value of each Underlyingon any Review Date
(other than the first, second, third, fourth, fifth and final Review
Dates) isgreater than or equal to its Initial Value, thenotes will
be automaticallycalledfor a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus(b) the
Contingent Interest Payment applicable to that Review Date
plus (c) any previously unpaid Contingent Interest Paymentsfor
any prior Review Dates, payable on the applicable Call
Settlement Date. No further payments willbe made onthe
notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Underlying is greater than or equalto its Trigger
Value, you will receive a cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus(b) the
Contingent Interest Payment, if any, applicable to the final
Review Date plus (c) if the Contingent Interest Payment
applicableto the final Review Date is payable, any previously
unpaid Contingent Interest Paymentsfor any prior Review
Dates.
If the notes have not been automatically called and the Final
Value of any Underlying is less than its Trigger Value, your
payment at maturity per $1,000 principalamount note will be
calculatedas follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been automatically called and the Final
Value of any Underlying is less than its Trigger Value, you will
lose more than 40.00% 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 the Underlyings
Underlying Return:With respect to each Underlying,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to each Underlying, theclosing value
of that Underlying on the Pricing Date, which was 20,352.02 for
the Nasdaq-100 Index®, 2,207.995 for the Russell 2000®Index
and $57.90 for the SPDR® S&P®Regional Banking ETF
Final Value:With respect to each Underlying, the closing value
of that Underlyingon the finalReview Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced indetermining the closing value of the Fund and is
set equal to1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment uponthe occurrence of certain
events affecting the Fund. See "The Underlyings- Funds-
Anti-Dilution Adjustments" in the accompanying product
supplement for further information.
PS-2| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Key Terms Relating to the Review Dates and Interest Payment Dates
Review Dates*: November 25, 2024, December 26, 2024,
January27, 2025, February 25, 2025, March 25, 2025, April
25, 2025, May 27, 2025, June 25, 2025, July 25, 2025, August
25, 2025, September 25, 2025, October 27, 2025, November
25, 2025, December 26, 2025, January26, 2026, February
25, 2026, March 25, 2026, April 27, 2026, May 26, 2026, June
25, 2026, July 27, 2026, August 25, 2026, September 25,
2026, October 26, 2026, November 25, 2026, December 28,
2026, January 25, 2027, February 25, 2027, March 25, 2027,
April 26, 2027, May 25, 2027, June 25, 2027, July 26, 2027,
August 25, 2027, September 27, 2027 and October 25, 2027
(final Review Date)
Interest Payment Dates*: November 29, 2024, December
31, 2024, January 30, 2025, February 28, 2025, March 28,
2025, April 30, 2025, May 30, 2025, June 30, 2025, July 30,
2025, August 28, 2025, September 30, 2025, October 30,
2025, December 1, 2025, December 31, 2025, January 29,
2026, March 2, 2026, March 30, 2026, April 30, 2026, May
29, 2026, June 30, 2026, July 30, 2026, August 28, 2026,
September 30, 2026, October 29, 2026, December 1, 2026,
December 31, 2026, January 28, 2027, March 2, 2027, March
31, 2027, April29, 2027, May 28, 2027, June 30, 2027, July
29, 2027, August 30, 2027, September 30, 2027 and the
Maturity Date
* Subject to postponement in theevent of a market disruption event
and as described under "General Terms of Notes-Postponementof
a Determination Date -Notes Linked toMultiple Underlyings" and
"General Terms of Notes -Postponement of a PaymentDate" inthe
accompanying product supplement
PS-3| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricingsupplement and thecorrespondingterms of the notes. Notwithstanding
anything to the contraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payments in Connection with the First, Second, Third, Fourth and Fifth Review Dates
First, Second, Third, Fourth and Fifth Review Dates
Comparethe closing value of each Underlying to its Interest Barrier on each Review Date.
The closing valueof each Underlying isgreaterthan or
equal to its Interest Barrier.
You will receive (a) a Contingent Interest Payment on the
applicable Interest Payment Dateplus (b) any previously
unpaid Contingent Interest Payments for any prior Review
Dates.
Proceed to the next Review Date.
The closing valueof any Underlying is less than its
Interest Barrier.
No Contingent Interest Payment will be made with respect to
theapplicable Review Date.
Proceed to the next Review Date.
Payments in Connection with Review Dates (Other than the First, Second, Third, Fourth, Fifth and Final Review Dates)
Review Dates(Other than the First, Second, Third, Fourth, Fifth and Final Review Dates)
Initial
Value
Compare the closing value of eachUnderlying to its Initial Valueand its Interest Barrier on eachReview Date until the
final Review Date orany earlier automatic call.
The closing valueof
each Underlying is
greater than or
equal to its Initial
Value.
Automatic Call
The notes will be automatically called on the applicable Call Settlement Date, and you will
receive (a) $1,000 plus (b) theContingent Interest Payment applicable to that Review
Dateplus (c) any previously unpaid Contingent Interest Payments forany prior Review
Dates.
No further payments will be made on the notes.
The closing valueof
any Underlying is
less than its Initial
Value.
No
Automatic
Call
The closing value of
each Underlying is
greater than or equal
to its Interest Barrier.
You will receive (a) a Contingent Interest
Payment on the applicable Interest
Payment Date plus (b) any previously
unpaid Contingent Interest Payments for
any prior Review Dates.
Proceed to the next Review Date.
The closing value of any
Underlying is less than
its Interest Barrier.
No Contingent Interest Payment will be
made with respect to the applicable
Review Date.
Proceed to the next Review Date.
PS-4| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Preceding the Final
Review Date
Final Review Date
Paymentat Maturity
The notes arenot
automatically called.
The Final Value of each Underlying is greater
thanor equal toits Trigger Value.
You will receive (a) $1,000plus (b)the
Contingent Interest Payment, if any,
applicable to the final Review Dateplus
(c) if the Contingent Interest Payment
applicable to the final Review Date is
payable, any previously unpaid
Contingent Interest Payments for any
prior Review Dates.
Proceed to maturity
The Final Value of any Underlying is less than
its Trigger Value.
You will receive:
$1,000 + ($1,000 × Least Performing
Underlying Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
PS-5| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notes based on the Contingent Interest Rate of 8.20% per annum, depending on how many Contingent Interest Payments are made
prior to automatic callor maturity.
Number of Contingent
InterestPayments
Total Contingent Interest
Payments
36
$246.0000
35
$239.1667
34
$232.3333
33
$225.5000
32
$218.6667
31
$211.8333
30
$205.0000
29
$198.1667
28
$191.3333
27
$184.5000
26
$177.6667
25
$170.8333
24
$164.0000
23
$157.1667
22
$150.3333
21
$143.5000
20
$136.6667
19
$129.8333
18
$123.0000
17
$116.1667
16
$109.3333
15
$102.5000
14
$95.6667
13
$88.8333
12
$82.0000
11
$75.1667
10
$68.3333
9
$61.5000
8
$54.6667
7
$47.8333
6
$41.0000
5
$34.1667
4
$27.3333
3
$20.5000
2
$13.6667
1
$6.8333
0
$0.0000
PS-6| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Hypothetical Payout Examples
The following examplesillustrate payments on the notes linked to three hypothetical Underlyings, assuming a range of performances
for the hypothetical Least Performing Underlying on the Review Dates. Each hypothetical payment set forth belowassumes 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:
●an Initial Value for the Least PerformingUnderlying of 100.00;
●an Interest Barrier for the Least Performing Underlyingof 70.00 (equalto 70.00% of its hypothetical Initial Value);
●a Trigger Valuefor the Least Performing Underlying of 60.00 (equal to 60.00% of its hypothetical Initial Value); and
●a Contingent Interest Rate of 8.20% per annum (payable at a rate of 0.68333% per month).
The hypothetical Initial Value of theLeast Performing Underlying of 100.00has been chosen for illustrative purposes onlyand does not
represent the actual Initial Value of any Underlying.
The actual Initial Value of each Underlying is the closing value of that Underlying on the Pricing Date and is specified under "KeyTerms
- Initial Value" in this pricingsupplement. For historical data regarding the actual closing valuesof each Underlying, please see the
historical informationset forthunder "The Underlyings" in this pricing supplement.
Each hypothetical payment set forthbelow is for illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes. The numbers appearing inthe following examples havebeen rounded for ease of analysis.
Example 1 - Notes are automaticallycalled on the sixth Review Date.
Date
Closing Valueof Least
Performing Underlying
Payment (per $1,000 principal amount note)
First Review Date
105.00
$6.8333
Second Review Date
110.00
$6.8333
Third Review Date
110.00
$6.8333
Fourth Review Date
105.00
$6.8333
Fifth Review Date
110.00
$6.8333
Sixth Review Date
120.00
$1,006.8333
Total Payment
$1,041.00 (4.10% return)
Because the closing value of each Underlying on the sixth Review Date is greater than or equal to its Initial Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,006.8333 (or $1,000 plus the Contingent Interest
Payment applicable to the sixth Review Date), payable on the applicable Call Settlement Date. The notes arenot automatically callable
before the sixth Review Date, even though theclosing value of each Underlying on each ofthe first,second, third, fourth and fifth
Review Dates isgreater than its Initial Value. 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 $1,041.00. No further payments will be made on the
notes.
PS-7| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Example 2 - Notes have NOT been automatically called and the Final Value of the Least Performing Underlying
is greater than or equal to its Trigger Value and its Interest Barrier.
Date
Closing Valueof Least
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
95.00
$6.8333
Second Review Date
85.00
$6.8333
Third through Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,232.3333
Total Payment
$1,246.00 (24.60% return)
Because the notes have not been automaticallycalled and the Final Value of the Least Performing Underlying is greater than or equal
to its Trigger Value and its Interest Barrier, thepayment at maturity, for each $1,000 principal amount note, will be $1,232.3333 (or
$1,000 plusthe Contingent Interest Payment applicable to the final Review Date plus the unpaid Contingent Interest Payments for any
prior Review Dates). When added to the Contingent Interest Payments received with respect tothe prior Review Dates, the total
amount paid, for each $1,000principal amount note, is $1,246.00.
Example 3 - Notes have NOT been automatically called and the Final Value of the Least Performing Underlying
is less than its Interest Barrier but is greater than or equal to its Trigger Value.
Date
Closing Valueof Least
Performing Underlying
Payment (per $1,000 principal amount note)
First Review Date
80.00
$6.8333
Second Review Date
75.00
$6.8333
Third through Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
60.00
$1,000.00
Total Payment
$1,013.6667 (1.36667% return)
Because the notes have not been automaticallycalled and the Final Value of the Least Performing Underlying is lessthan itsInterest
Barrier but is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000 principalamount note, will be
$1,000.00. When added to the Contingent Interest Payments received with respect tothe prior Review Dates, the total amount paid, for
each $1,000 principal amount note, is$1,013.6667.
Example 4 - Notes have NOT been automatically called and the Final Value of the Least Performing Underlying
is less than its Trigger Value.
Date
Closing Valueof Least
Performing Underlying
Payment (per $1,000 principal amount note)
First Review Date
50.00
$0
Second Review Date
55.00
$0
Third through Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
50.00
$500.00
Total Payment
$500.00 (-50.00% return)
Because the notes have not been automaticallycalled, the Final Value of the Least Performing Underlying isless than its Trigger Value
and the Least Performing Underlying Returnis -50.00%, the payment at maturity will be $500.00 per $1,000 principal amount note,
calculatedas follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term
or until automatically called. These hypotheticalsdo not reflect the fees or expenses that would be associated withanysale inthe
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybe lower.
PS-8| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Selected Risk Considerations
An investment in the notesinvolves significant risks. These risks areexplained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value of any
Underlying is lessthan its Trigger Value, you willlose 1% of the principal amount of your notes for every1% that the Final Value of
the Least Performing Underlying is less than its Initial Value. Accordingly, under these circumstances, you will lose more than
40.00% 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 automatically called, we will make a Contingent Interest Payment with respect to a Review Date (and we
will payyou any previously unpaid Contingent Interest Paymentsfor anyprior Review Dates) onlyif the closingvalue of each
Underlying onthat Review Date isgreater than or equal to its Interest Barrier. If the closing value of any Underlying on that Review
Date is lessthan its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. You will not
receive any unpaid Contingent Interest Payments if the closing valueof any Underlying on each subsequent Review Date is less
than its Interest Barrier. Accordingly, if the closing valueof any Underlying on each Review Date is less than its Interest Barrier,
you willnot receive any interest paymentsover the term of the notes.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined by themarket for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a financesubsidiary of JPMorgan Chase & Co., we have no independent operations beyond theissuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capitalcontribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable tomake
payments on the notes, you may have to seek payment under the related guaranteeby JPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
●THE 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 appreciation of any Underlying, which maybe significant. You willnot participate in anyappreciation of any
Underlying.
●POTENTIAL CONFLICTS-
We and our affiliatesplay a varietyof roles in connection with thenotes. In performingthese duties, our and JPMorgan Chase &
Co.'s economicinterests are potentially adverse to your interests as aninvestor in the notes. It ispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could 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 accompanyingproduct
supplement.
●THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund is subject to management 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 constraints could
adversely affect the market price of the sharesof the Fund and, consequently, the value 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 (asdefined under "The Underlyings" below) and may hold securities different
from those included inits Underlying Index. In addition, the performance of the Fund will reflect additionaltransaction costs and
fees that are not included in the calculation of its Underlying Index. Allof these factors maylead to a lack of correlationbetween
the performance of the Fund and its UnderlyingIndex. In addition, corporate actions with respect tothe equitysecurities underlying
the Fund (such as mergers and spin-offs) may impact the variance between the performancesof the Fund and its Underlying
Index. Finally, because the sharesof the Fund are traded on a securities exchange and are subject tomarket supply and investor
demand, the market value of one share of the Fund maydiffer from thenet asset value pershare of the Fund.
During periodsof market volatility, securities underlying the Fund maybe unavailable in thesecondarymarket, market participants
maybe unable to calculate accurately thenet asset value per share of the Fund and the liquidity of the Fund maybe adversely
affected. This kind of market volatility may also 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. As a result, under these circumstances, the market 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 Fund may not correlate with the
performance of its UnderlyingIndex as wellas the net asset value per share of the Fund, whichcould materiallyand adversely
affect the valueof the notes inthe secondary market and/or reduce any payment on the notes.
PS-9| Structured Investments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
●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. Small capitalization companies are less likely to paydividends ontheir stocks, and the presence of a dividend
payment could be a factor that limits downward stock pricepressure under adverse marketconditions.
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
The non-U.S. equitysecurities included in the Nasdaq-100 Index®have been issued bynon-U.S. companies. Investmentsin
securitieslinked to the value of such non-U.S. equitysecurities involve risks associated with thehome countriesand/or the
securitiesmarkets in thehome countries of theissuers of those non-U.S. equitysecurities.Also, with respect to equity securities
that are not listed in the U.S., there is generally less publiclyavailable information about companies insome of these jurisdictions
than there isabout U.S. companies that are subject to the reporting requirementsof the SEC.
●RISKS ASSOCIATED WITH THE BANKING INDUSTRY WITH RESPECT TO THE FUND -
All or substantially all of the equitysecurities held by the Fund areissued bycompanies whoseprimaryline of business is directly
associated with the banking industry. As a result, the value of the notes maybe subject to greater volatility and be more adversely
affectedby a single economic, political or regulatory occurrence affecting thisindustry than a different investment linkedto
securitiesof a more broadly diversified group of issuers.The performanceof bankstocks may be affected byextensive
governmental regulation, which may limit both the amounts and types of loans and other financial commitmentsthey canmake, the
interest rates and fees theycan charge and the amount of capital they must maintain. Profitabilityislargely dependent on the
availability and cost of capital funds and can fluctuatesignificantly when interest rateschange. Credit losses resulting from financial
difficulties of borrowerscannegatively impact the banking companies. Banks may also be subject to severe price competition.
Competition is high among banking companiesand failure to maintain or increase market sharemay result in lost market share.
These factors could affect the bankingindustry and could affect the value of the equitysecurities held bythe Fund and the price of
the Fundduring the term of the notes, which may adverselyaffect the value of your notes.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING-
Payments on the notes are not linkedto a basket composed of the Underlyings and are contingent upon the performanceof each
individual Underlying. Poor performance byany of the Underlyings over the termof the notes may result in the notesnot being
automaticallycalled ona Review Date, may negatively affect whether you will receive a Contingent Interest Payment on any
Interest Payment Date and your payment at maturity and will not be offset or mitigated by positive performance by any other
Underlying.
●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 Value of any Underlying is less than its Trigger Value and the notes have not been automaticallycalled, thebenefit
provided bythe Trigger Value will terminate and you will be fully exposed to any depreciation of the LeastPerforming Underlying.
●THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately sixmonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is noguarantee that you wouldbe
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar levelof risk. Even in cases where the notes are called before maturity, youare not entitled to any feesand commissions
described on the front cover of this pricing supplement.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING
OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
●THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent willnot make an adjustment in response to all events that couldaffect the shares of the Fund. If an
event occurs that doesnot require the calculation agent to makean adjustment, the value of the notes maybe materially and
adversely affected.
●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.
●LACK OF LIQUIDITY-
The notes will not be listedon anysecurities exchange.Accordingly, the price at which you maybe able to trade your notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notesare not
designed to beshort-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
●THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of thenotes is only an estimate determined by reference to several factors. The original issue price of the
notes exceedsthe estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in theoriginal issue price of the notes. Thesecosts include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
PS-10| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes maydiffer from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturity issuedby JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay
prove to be incorrect, and is intended toapproximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and anypotential changes to that rate may have an adverse effect on the termsof the notes and any
secondary market prices of the notes. See "The Estimated Value of theNotes" 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 partiallypaid back to you in
connection with any repurchases of your notesby JPMS in an amount that will decline to zero over an initial predetermined period.
See "SecondaryMarket Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the value of the notes aspublished by
JPMS (and which may be shown on your customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market pricesof the notes willlikely be lower than the original issue price ofthe notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structureddebt issuances and,
also, becausesecondarymarket prices may exclude sellingcommissions, projected hedging profits, if any, and estimated hedging
costs that are included inthe original issue price of the notes. As a result, the price, if any, at which JPMS will be willingtobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the original issue price. Anysale by you prior to
the Maturity Date could result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, aside from theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and the valuesof the Underlyings. Additionally, independent pricing vendors and/or third party broker-dealersmay publish a
price for the notes, which may also be reflected on customer account statements. Thisprice may be different (higher or lower) than
the price of the notes, if any, at which JPMS maybe willing to purchase your notes in the secondary market. See "Risk Factors-
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes - Secondarymarket prices of the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
The Underlyings
The Nasdaq-100Index®isa modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additionalinformation about the Nasdaq-100 Index®, see "Equity Index
Descriptions - The Nasdaq-100 Index®" inthe accompanying underlying supplement.
The Russell 2000® Index consistsof the middle 2,000companies included in the Russell3000ETM Index and, asa result of the index
calculation methodology, consistsof the smallest 2,000 companies included in the Russell 3000®Index. The Russell 2000® Index is
designed to track the performance of the small capitalizationsegment of the U.S.equity market. For additional information about the
Russell 2000®Index, see "Equity Index Descriptions -The Russell Indices" in theaccompanying underlyingsupplement.
The SPDR®S&P® Regional Banking ETF is anexchange-traded fund of the SPDR® Series Trust,a registered investment company,
that seeks to provide investment results that, before fees and expenses, correspondgenerally to the total return performanceof an
index derived from the regional banking segment of the U.S. bankingindustry, which we refer to as the Underlying Index with respect to
the SPDR®S&P® Regional Banking ETF. The Underlying Index with respect to the SPDR®S&P® Regional Banking ETF is currently the
S&P® Regional Banks Select IndustryTM Index. The S&P® Regional Banks Select IndustryTMIndex is amodified equal-weighted index
that is designed to measure the performance of the GICS® regional banks sub-industry of the S&P Total Market Index. For additional
information about the SPDR®S&P®Regional Banking ETF, see "Fund Descriptions-The SPDR®S&P®Industry ETFs" in the
accompanying underlying supplement.
PS-11| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Historical Information
The following graphs set forththe historical performance of each Underlying based on theweekly historicalclosing values from January
4, 2019 through October 25, 2024. Theclosing value of the Nasdaq-100 Index®on October 25, 2024 was 20,352.02. The closing value
of the Russell 2000®Index onOctober 25, 2024 was2,207.995. The closingvalueof the SPDR®S&P® Regional Banking ETF on
October 25, 2024 was $57.90. We obtained the closing values aboveand below from the Bloomberg Professional® service
("Bloomberg"), without independent verification. The closingvaluesof the Fund above and below may have been adjusted by
Bloomberg for actions taken by the Fund, such as stock splits.
The historical closing values of each Underlying should not betaken as an indication of future performance, and no assurance can be
given as to the closing value of any Underlying on any Review Date. There can be no assurance that the performance of the
Underlyings will result in the return of any of your principalamount or the payment of any interest.
Historical Performance of the Nasdaq-100 Index®
Source: Bloomberg
Historical Performance of the Russell 2000® Index
Source: Bloomberg
PS-12| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Historical Performance of the SPDR® S&P® Regional Banking ETF
Source: Bloomberg
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 tax purposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-Tax Consequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or a court may adopt, in whichcase the timing and character of any income or loss on the notes
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 theseinstrumentsto accrue income over the term of their investment. It alsoasks for commentson a number of related
topics, includingthe character of income or loss with respect to these instruments and the relevance of factors such as the nature of the
underlying property to which the instruments are linked. While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materiallyaffect the
taxconsequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying
product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under Section 451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal incometax consequencesof an investment in the notes, including
possible alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders - Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at
least if an applicable Form W-8 isprovided), it is expected that withholdingagents will (and we, if we are the withholding agent,intend
to) withhold onany Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by
an applicableincome tax treaty under an "other income" or similar provision. We will not be required to pay any additionalamounts with
respect to amounts withheld. In order toclaiman exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for suchan exemptionor
reduction under an applicable tax treaty. If you area Non-U.S. Holder, you should consultyour tax adviser regarding the tax treatment
of the notes, including thepossibility of obtaininga refund of any withholding tax and the certification requirement described above.
PS-13| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generallyimpose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scopeof Section871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS,
and the IRS maydisagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. Youshould consult your tax
adviser regarding the potential application of Section871(m) to the notes.
In the event of any withholding on the notes, we will not be required to payany additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of this pricing supplement isequal to the sum of the values of thefollowing
hypothetical components: (1) a fixed-incomedebt component with thesamematurityas the notes, valuedusing the internal funding
rate described 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 secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalue of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any difference may be
based on, among other things, our and our affiliates' view of the funding value of the notesas well as the higher issuance, operational
and ongoing liabilitymanagement costs of the notesin comparison tothosecosts for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certainmarket inputsand assumptions, which mayprove to beincorrect,
and is intended to approximate theprevailing market replacement funding rate for the notes. The use of an internal funding rate and
any potential changesto that rate may have an adverse effect on theterms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations - The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricing supplement.
The value of the derivativeor derivatives underlying the economic terms of thenotes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthe traded market prices of comparablederivative instruments and onvarious
other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes are setbased on market conditions and other relevant factors and assumptionsexisting at that time.
The estimated value of thenotes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsandassumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could changesignificantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness,interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notesfromyou in secondarymarket transactions.
The estimated value of thenotes is lower than the original issue priceof the notesbecausecosts associated withselling, structuring
and hedging the notes are included in the originalissue price of the notes. These costsinclude the sellingcommissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our
obligations entails riskandmay be influenced by market forces beyond our control, thishedging may result in a profit that 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
allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See
"Selected Risk Considerations -The Estimated Value of the NotesIs Lower Than the Original Issue Price (Price to Public) of the
Notes" in thispricing supplement.
PS-14| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes- Secondary market prices of the notes will be impacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in theoriginal issue price of the notes will be partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initialpredetermined period. These costscan includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs andour internal secondarymarket funding rates
for structured debt issuances. Thisinitial predetermined time period is intended to be the shorter of six monthsand one-half of the
stated term of the notes. The length of any such initial period reflects thestructure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimated costs of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations-The Value of the Notes as Published by JPMS (and Which May Be
Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time
Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile 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 thenotes and "The Underlyings" in this pricing supplement for a description of themarket exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliatesexpect to realize for assuming risks inherent
in hedging our obligationsunder the notes, plus the estimated cost of hedging our obligations under the notes.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., whenthe
notes offeredby this pricing supplement have been issued by JPMorganFinancialpursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions fromJPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the "master note"), and suchnotes have been delivered against payment as
contemplated herein, suchnotes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof goodfaith, fair dealing andthe lack ofbad faith), provided that such counsel
expressesno opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicablelaw by limiting the amount of JPMorgan Chase & Co.'sobligationunder the related guarantee.
Thisopinion is given as of thedate hereof and is limited to the laws of the State of New York, the General CorporationLaw of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion issubject tocustomary assumptions about the
trustee's authorization, execution and delivery of the indenture and its authentication of the master note and thevalidity, binding nature
and enforceability of the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
was filed asan exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. onFebruary 24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with theaccompanying prospectus, as supplemented by theaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. Youshould carefully consider, among other things, the mattersset forth in the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-15| StructuredInvestments
Auto Callable Contingent Interest Notes Linked to the LeastPerforming of
the Nasdaq-100Index®,the Russell 2000®Index and the SPDR® S&P®
Regional Banking ETF
You may access these documents on the SEC websiteat www.sec.gov as follows(or if such address haschanged, by
reviewing our filings for the relevant dateon the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, eachdated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our Central Index Key, orCIK, ontheSEC websiteis 1665650,and JPMorganChase & Co.'sCIK is 19617. As used inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.