JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 12:25
Primary Offering Prospectus - Form 424B2
October 30, 2024
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-Idated April 13, 2023, the prospectus and
prospectussupplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$1,151,000
Review Notes Linked to the Least Performing of the
Nasdaq-100 Index®, the Russell 2000® Index and the
S&P 500® Index due November 2, 2029
Fully and UnconditionallyGuaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on any Review Date, the closing
level of each of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500®Index, which we refer to as the Indices,
is at or above its Call Value.
●The earliest dateon which anautomatic call may be initiated is November 6, 2025.
●Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losingsome or all of
their principal amount at maturity.
●The notes areunsecured andunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, thepayment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Payments on the notes are not linkedto a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes priced on October 30, 2024 and are expected to settle on or about November 4, 2024.
●CUSIP: 48135UM80
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-5of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state 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
$41.25
$958.75
Total
$1,151,000
$47,478.75
$1,103,521.25
(1) See "Supplemental Use of Proceeds"in this pricing supplementfor information about the components of the price to publicofthe notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent forJPMorgan Financial, will pay allof the sellingcommissions
of $41.25 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 $935.40 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotesarenot bankdeposits, are not insured bythe FederalDeposit Insurance Corporation or anyother governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Nasdaq-100 Index®(Bloomberg ticker: NDX), the
Russell 2000® Index (Bloomberg ticker: RTY) and the S&P
500® Index (Bloomberg ticker: SPX)
Call Premium Amount:TheCall Premium Amount with
respect to each Review Date is set forth below:
●first Review Date:
8.70% × $1,000
●second Review Date:
10.875% × $1,000
●third Review Date:
13.05% × $1,000
●fourth Review Date:
15.225% × $1,000
●fifth Review Date:
17.40% × $1,000
●sixth Review Date:
19.575% × $1,000
●seventh Review Date:
21.75% × $1,000
●eighth Review Date:
23.925% × $1,000
●ninth Review Date:
26.10% × $1,000
●tenth Review Date:
28.275% × $1,000
●eleventhReview Date:
30.45% × $1,000
●twelfth Review Date:
32.625% × $1,000
●thirteenth Review Date:
34.80% × $1,000
●fourteenth Review
Date:
36.975% × $1,000
●fifteenth Review Date:
39.15% × $1,000
●sixteenth Review Date:
41.325% × $1,000
●finalReview Date:
43.50% × $1,000
Call Value:With respect to each Index, 100.00% of its Initial
Value
Barrier Amount:With respect to each Index, 70.00% of its
Initial Value, which is 14,271.39 for the Nasdaq-100 Index®,
1,563.1252 for the Russell 2000®Indexand 4,069.569 for the
S&P 500® Index
Pricing Date:October 30, 2024
Original Issue Date (Settlement Date):On or about
November 4, 2024
Review Dates*:November 6, 2025, January 30, 2026, April
30, 2026, July 30, 2026, October 30, 2026, February 1, 2027,
April 30, 2027, July 30, 2027,November 1, 2027, January 31,
2028, May 1, 2028, July 31, 2028, October 30, 2028, January
30, 2029, April30, 2029, July 30, 2029 and October 30, 2029
(final Review Date)
Call Settlement Dates*:November 12, 2025, February 4,
2026, May 5, 2026, August 4, 2026, November 4, 2026,
February 4, 2027, May 5, 2027, August 4, 2027, November 4,
2027, February3, 2028, May 4, 2028, August 3, 2028,
November 2, 2028, February2, 2029, May3, 2029, August 2,
2029 and the Maturity Date
Maturity Date*:November 2,2029
* Subject to postponement in the event of a market disruption
event and as described under "GeneralTerms of Notes -
Postponement of a Determination Date - Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying
product supplement
Automatic Call:
If the closing level of each Index on any Review Date is
greater than or equal to its Call Value, the notes will be
automaticallycalled for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus(b) the Call
Premium Amount applicable to that Review Date, payable on
the applicable Call Settlement Date. No further payments will
be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of eachIndex is greaterthan or equal to its Barrier
Amount, you will receive the principal amount of your notes
at maturity.
If the notes have not been automatically called and the Final
Value of any Index is less than its Barrier Amount, your
payment at maturity per $1,000 principalamount note will be
calculatedas follows:
$1,000 + ($1,000 × Least Performing Index Return)
If thenotes have not been automatically called and the Final
Valueof any Index is less than its Barrier Amount, you will
lose more than 30.00% of your principal amount at maturity
and could lose all of your principalamount at maturity.
Least Performing Index: The Index with the Least
Performing Index Return
Least Performing Index Return:The lowest of the Index
Returns of the Indices
Index Return: With respect to each Index,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to each Index, theclosing level of
that Index on the Pricing Date, which was20,387.70 for the
Nasdaq-100 Index®, 2,233.036 for the Russell 2000® Index
and 5,813.67 for the S&P 500® Index
Final Value:With respect to each Index, the closing level of
that Index on the final Review Date
PS-2| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of thispricingsupplement and the corresponding terms of the notes. Notwithstanding
anything to the contraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payment uponan Automatic Call
Review Dates
Call
Value
Compare the closing level of each Index to its Call Value on each Review Date until any earlier automatic call.
The closing level of
each Index is
greater than or
equal to its Call
Value.
Automatic Call
The notes will be automatically called on the applicable Call Settlement Date and you
will receive (a) $1,000plus (b) the Call Premium Amount applicable to that Review
Date.
No further payments will be madeon the notes.
The closing level of
any Index isless
than its Call Value.
No Automatic Call
The notes will not beautomatically called. Proceed to the next Review Date, if any.
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Final Review Date
Paymentat Maturity
The Final Value of each Index isgreater
thanor equal toits Barrier Amount.
You will receive the principal amount of
your notes.
The notes havenot
been automatically
called. Proceed tothe
payment at maturity.
The Final Value of any Index is less than its
Barrier Amount.
You will receive:
$1,000 + ($1,000 × Least Performing
Index Return)
Under these circumstances, you will lose
some or all of your principal amount at
maturity.
PS-3| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
Call Premium Amount
The table below illustrates the Call Premium Amount per $1,000 principal amount note foreach Review Datebasedon the Call
Premium Amounts set forthunder "Key Terms-Call Premium Amount" above.
Review Date
Call Premium Amount
First
$87.00
Second
$108.75
Third
$130.50
Fourth
$152.25
Fifth
$174.00
Sixth
$195.75
Seventh
$217.50
Eighth
$239.25
Ninth
$261.00
Tenth
$282.75
Eleventh
$304.50
Twelfth
$326.25
Thirteenth
$348.00
Fourteenth
$369.75
Fifteenth
$391.50
Sixteenth
$413.25
Final
$435.00
PS-4| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Indices, assuminga range of performances for the
hypothetical Least Performing Index on the Review Dates.
Each hypothetical payment set forth below assumes that the closing level of each Index that is not theLeast Performing Index
on each Review Date is greater than or equal to its Call Value (and therefore its Barrier Amount).
In addition, the hypothetical paymentsset forth below assume the following:
●an Initial Value for the Least PerformingIndex of 100.00;
●a Call Value for the Least Performing Index of 100.00 (equalto 100.00% of itshypothetical Initial Value);
●a Barrier Amount for the Least PerformingIndex of 70.00 (equal to 70.00% of its hypothetical Initial Value); and
●the Call Premium Amounts set forthunder "Key Terms-Call Premium Amount" above.
The hypothetical Initial Value of the Least Performing Index of 100.00 hasbeen chosen for illustrativepurposes only and does not
represent the actual Initial Value of any Index. Theactual Initial Value of each Indexis the closing level of that Index on the Pricing Date
and isspecified under "KeyTerms-Initial Value" in this pricing supplement. For historicaldata regarding the actual closing levels of
each Index, please see the historical informationset forth under "The Indices" in thispricing 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 in the following examples have been rounded for ease of analysis.
Example 1- Notes are automaticallycalled on the first Review Date.
Date
Closing Level of Least
Performing Index
First Review Date
110.00
Notes are automaticallycalled
Total Payment
$1,087.00 (8.70% return)
Because the closing level of each Index on the first Review Date is greater than or equal to its Call Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,087.00 (or $1,000 plus the Call Premium Amount
applicableto the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Example 2- Notes are automaticallycalled on the final Review Date.
Date
Closing Level of Least
Performing Index
First Review Date
90.00
Notes NOT automaticallycalled
Second Review Date
85.00
Notes NOT automaticallycalled
Third through Sixteenth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
150.00
Notes are automaticallycalled
Total Payment
$1,435.00 (43.50% return)
Because the closing level of each Index on the final Review Date is greater than or equal to its Call Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,435.00 (or $1,000 plus the Call Premium Amount
applicableto the final Review Date), payable on the applicable Call Settlement Date, whichis the Maturity Date.
Example 3- Notes have NOT been automatically called and the Final Value of the Least Performing Index is
greater than or equal to its Barrier Amount.
Date
Closing Level of Least
Performing Index
First Review Date
90.00
Notes NOT automaticallycalled
Second Review Date
85.00
Notes NOT automaticallycalled
Third through Sixteenth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
80.00
Notes NOT automaticallycalled; Final Value of Least Performing
Index is greater than or equalto Barrier Amount
Total Payment
$1,000.00 (0.00% return)
PS-5| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
Because the notes have not been automaticallycalled and the Final Value of the Least Performing Index is greater than or equal to its
Barrier Amount, the payment at maturity, for each $1,000 principal amount note, willbe $1,000.00.
Example 4- Notes have NOT been automatically called and the Final Value of the Least Performing Index is less
than its Barrier Amount.
Date
Closing Level of Least
Performing Index
First Review Date
80.00
Notes NOT automaticallycalled
Second Review Date
75.00
Notes NOT automaticallycalled
Third through Sixteenth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
50.00
Notes NOT automaticallycalled; Final Value of Least Performing
Index is lessthan Barrier Amount
Total Payment
$500.00 (-50.00% return)
Because the notes have not been automaticallycalled, the Final Value of the Least Performing Indexisless than its Barrier Amount
and the Least Performing Index Return is -50.00%, the payment at maturity will be $500.00 per $1,000 principalamount note,
calculatedas follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
The hypothetical returnsand hypothetical payments on the notesshown above applyonly if you hold the notes for their entire term
or until automatically called. These hypotheticalsdo not reflect the fees or expenses that would be associated with anysale in the
secondary market.If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notes involvessignificant risks. These risksareexplained 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 anyIndex
is less than its Barrier Amount, you willlose 1% of the principal amount of your notes for every 1% that the Final Value of the Least
Performing Index is less than its Initial Value. Accordingly, under thesecircumstances, youwill losemore than 30.00%of your
principal amount at maturity and could lose all of your principal amount at maturity.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined by themarket for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a financesubsidiary of JPMorgan Chase & Co., we have no independent operations beyond theissuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capitalcontribution 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. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
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 ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of any Index, whichmay be significant. You will not participate inany appreciation of any Index.
●POTENTIAL CONFLICTS-
We and our affiliates play avariety of roles in connection with the notes. 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 thenotescould result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the S&P 500® Index.
PS-6| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® 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 paydividends on their 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 the home countries and/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 thesejurisdictions
than there isabout U.S. companies that are subject to the reporting requirementsof the SEC.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments on the notes are not linkedto a basket composed of the Indices and are contingent upon the performance of each
individualIndex. Poor performance by any of the Indices over thetermof the notes may result in the notesnot being automatically
called on a Review Date, maynegatively affect your payment at maturity and will not be offset or mitigated by positive performance
by any other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE -
If the Final Value of any Indexis less than its Barrier Amount and the notes have not been automatically called, the benefit
provided bythe Barrier Amount will terminate and you will be fully exposedto any depreciation of theLeast Performing Index.
●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 one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk. Even in cases where the notes arecalled before maturity, you are not entitled to any fees and commissions described
on the front cover of thispricing supplement.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
●LACK OF LIQUIDITY -
The notes will not be listedon anysecurities exchange. Accordingly, theprice at which you may be able to tradeyour notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The 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.
●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 issued byJPMorgan Chase & Co. or its affiliates. Anydifference 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 theconventional 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 the Notes" in this pricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the notes will be partiallypaid back to you in
connection with any repurchases of your notesby JPMS in an amount that will decline to zero over an initial predetermined period.
See "SecondaryMarket Prices of the Notes" in this pricingsupplementfor 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).
PS-7| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market pricesof the notes willlikely be lower than the original issue price of the notes because, among other
things, secondarymarket prices take intoaccount our internal secondary market funding rates for structured debt issuances and,
also, becausesecondarymarket prices may exclude sellingcommissions, projected hedging profits, if any, and estimatedhedging
costs that are included in theoriginal issue price of the notes. As a result, the price, if any, at which JPMS will be willingtobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale byyou prior to
the Maturity Date could result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, aside from theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and the levels of the Indices. Additionally, independentpricing vendors and/or third party broker-dealersmay publish a price
for the notes, which mayalso be reflected on customer account statements. This pricemay be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See "RiskFactors-
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes - Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in theaccompanying product supplement.
PS-8| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
The Indices
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® Indexconsists of the middle 2,000 companies included in the Russell 3000ETM Index and, as a result of theindex
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 S&P 500®Index consistsof stocks of 500 companiesselected to provide aperformance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions-The S&P U.S. Indices" in the accompanying
underlying supplement.
Historical Information
The following graphs set forththe historical performance of each Index based on the weekly historical closing levels from January 4,
2019 through October 25, 2024. The closing level of the Nasdaq-100 Index® on October 30, 2024 was 20,387.70. The closing levelof
the Russell 2000® Indexon October 30, 2024 was 2,233.036. Theclosing level of the S&P 500® Index on October 30, 2024 was
5,813.67. We obtained theclosing levels above and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
The historical closing levels of each Indexshouldnot be taken asan indication of future performance, and no assurance canbe given
as to the closing level of any Index onany Review Date. There can be no assurance that the performance of the Indices will result in
the return of any of your principal amount.
Historical Performance of the Nasdaq-100 Index®
Source: Bloomberg
PS-9| Structured Investments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
Historical Performance of the Russell 2000® Index
Source: Bloomberg
Historical Performance of the S&P 500®Index
Source: Bloomberg
PS-10| StructuredInvestments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Basedon current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income Tax
Consequences - Tax Consequences to U.S. Holders -Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated aslong-term
capitalgain or loss if you holdyour notes for more than ayear, whether or not you are an initialpurchaser of notes at the issue price.
However, the IRS or a court may not respect thistreatment, in which case the timing and character of any income or loss on the notes
could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal income tax treatment of "prepaidforward contracts" and similar instruments. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with respect to these instruments; the relevanceof factorssuch asthe nature of
the underlying property to which the instruments are linked; the degree, if any, to which income (includingany mandated accruals)
realized bynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should be subject tothe
"constructive ownership" regime, whichverygenerallycanoperate to recharacterize certain long-term capital gain as ordinary income
and imposea notional interest charge. While the noticerequestscomments on appropriate transition rulesand effective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materiallyand adverselyaffect the tax
consequencesof an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S.
federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issuespresentedby
thisnotice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthescope of Section 871(m) instruments issuedprior toJanuary
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 byus, our special taxcounsel 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. Section871(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.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of this pricing supplement isequal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the samematurityas the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the notes
does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalue of the notesmaydiffer from the market-impliedfunding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any difference may be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance, operational
and ongoing liabilitymanagement costs of the notesin comparison tothosecosts for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which mayprove to be incorrect,
and is intended to approximate theprevailing market replacement funding rate for the notes. The use of an internal funding rate and
any potential changes to that rate mayhave an adverse effect on theterms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations - The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricingsupplement.
The value of the derivativeor derivatives underlying the economic terms of thenotes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthe traded market prices of comparable derivative instruments and 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.
PS-11| StructuredInvestments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
The estimated value of thenotes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsandassumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
future dates, the value of the notes could changesignificantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notesfromyou in secondarymarket transactions.
The estimated value of thenotes is lower than the original issue priceof the notes becausecosts associated with selling, structuring
and hedging the notes are included in the 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 notesmay be
allowed to other affiliatedor unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See
"Selected Risk Considerations -The Estimated Value of the NotesIs Lower Than the Original Issue Price (Price to Public) of the
Notes" in thispricing supplement.
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 and our 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 to earna
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-returnprofile andmarket exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricingsupplement for an illustration of the risk-return
profile of thenotes and "The Indices" in thispricing 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 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., when the
notes offeredby this pricing supplement have beenissued by JPMorgan Financialpursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions fromJPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the "master note"), and such notes have beendelivered against payment as
contemplated herein, suchnotes will be valid and binding obligations of JPMorgan Financial and the relatedguarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicablebankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof good faith, fair dealing andthe lack ofbad faith),provided that such counsel
expressesno opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law 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 theDelaware Limited Liability Company Act. In addition, this opinion issubject to customary assumptions about the
trustee's authorization, execution and delivery of the indenture and its authentication of the master note and thevalidity, binding nature
and enforceability of the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
was filed asan exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. onFebruary 24,
2023.
PS-12| StructuredInvestments
Review Notes Linkedto the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®
Index andthe S&P 500® Index
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplementedby theaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures,fact sheets, brochures or other educational materialsof
ours. Youshould carefully consider, among other things, the matters set forth in the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documentson the SEC website atwww.sec.gov as follows (or if such address has changed, byreviewing
our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3,2024:
Our Central Index Key, orCIK,ontheSEC websiteis 1665650,and JPMorgan Chase & Co.'s CIK is19617. As used inthis pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.