JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 13:37
Primary Offering Prospectus - Form 424B2
October 30, 2024Registration Statement Nos. 333-270004 and333-270004-01; Rule 424(b)(2)
Pricing supplement to productsupplement no. 3-I dated April 13, 2023, underlying supplement no. 2-IVdated October 20,2023,
the prospectus and prospectussupplement,eachdated April 13, 2023, andthe prospectus addendumdated June3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
$2,746,000
Step-Up Auto Callable Notes Linked to the S&P® Global 100
PR 5% Daily Risk Control 0.5% Deduction Index (USD) ER
due November 4, 2031
Fully and Unconditionally GuaranteedbyJPMorgan Chase & Co.
•The notes aredesigned for investors whoseek early exit prior to maturityat a premium if, on any Review Date(other
than the final Review Date), the closing level of theS&P® Global100 PR 5% Daily Risk Control0.5% Deduction Index
(USD) ER, which we refer to as the Index, is at or above the Call Value for that Review Date.
•The earliest date on which an automatic call may be initiated is November 3, 2025.
•The notesare also designed for investors whoseek uncapped, unleveraged exposure toany appreciation of the Index at
maturityif the notes have not beenautomatically called.
•Investors should be willing to forgo interest and dividend payments, while seeking full repayment of principal at maturity.
•The notes areunsecured and unsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed byJPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorganFinancial, as issuer of the notes, and the credit
risk of JPMorganChase & Co., as guarantor of thenotes.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes priced on October 30, 2024 and are expectedto settleon or about November 4, 2024.
•CUSIP: 48135UCD0
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-12
of the accompanying product supplement, "Risk Factors" beginning onpage US-3of the accompanying underlying
supplementand "Selected Risk Considerations" beginning on page PS-5of 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 the adequacy ofthis pricing supplement or theaccompanying product supplement,
underlying supplement, prospectus supplement, prospectusand prospectusaddendum.Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$34
$966
Total
$2,746,000
$93,364
$2,652,636
(1)See"Supplemental Use ofProceeds"in this pricingsupplement forinformation about the components of the priceto public of the
notes.
(2) J.P. Morgan SecuritiesLLC, which we refer toas JPMS,actingas agentfor JPMorgan Financial,will pay allofthe selling
commissions of$34.00per$1,000 principalamountnote itreceivesfrom ustoother affiliated orunaffiliated dealers.See"Plan of
Distribution (Conflictsof Interest)" in the accompanyingproduct supplementand"The Estimated Valueof theNotes"in this pricing
supplement.
The estimated value of the notes, when the terms of thenotes were set,was $905.00 per $1,000 principal amount note.
See"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Step-Up Auto CallableNotesLinked to the S&P® Global 100PR 5% Daily
Risk Control 0.5% DeductionIndex (USD) ER
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index:The S&P® Global 100 PR 5% Daily Risk Control 0.5%
Deduction Index (USD) ER (Bloomberg ticker: SPGLR5TE).
The level of the Index reflectsa 0.50% per annum deduction
and a notional financing cost, in each case, deducted daily.
Call Premium Amount: TheCall Premium Amount with
respect to each Review Date is set forth below:
•first Review Date:10.65% × $1,000
•second Review Date: 21.30% × $1,000
•third Review Date: 31.95% × $1,000
•fourth Review Date: 42.60% ×$1,000
•fifth Review Date: 53.25% × $1,000
•sixth Review Date: 63.90% × $1,000
Call Value: The CallValue for each Review Date is set forth
below:
•first Review Date:101.25% of the Initial Value
•second Review Date:102.50% of the Initial Value
•third Review Date: 103.75% of the Initial Value
•fourth Review Date: 105.00% of the Initial Value
•fifth Review Date: 106.25% of the Initial Value
•sixth Review Date: 107.50% of the Initial Value
Participation Rate:100.00%
Pricing Date:October 30, 2024
Original Issue Date (Settlement Date): On or about
November 4, 2024
Review Dates*: November 3, 2025, October 30, 2026,
October 29, 2027, October 30, 2028, October 30, 2029,
October 30, 2030 and October 30, 2031 (final Review Date)
Call Settlement Dates*: November 6, 2025, November 4,
2026, November 3, 2027, November 2, 2028, November 2,
2029 and November 4, 2030
Maturity Date*:November 4, 2031
* Subjectto postponement in theevent of amarket disruption
event andasdescribed under"General TermsofNotes-
Postponementof a DeterminationDate -Notes Linkedto a Single
Underlying -NotesLinked toaSingle Underlying (OtherThan a
Commodity Index)" and"General Terms of Notes -Postponement
ofa PaymentDate" inthe accompanying productsupplement
Automatic Call†:
If the closing level of the Index onany Review Date (other than
the final Review Date) isgreater than or equal to the Call Value
for that Review Date, the notes will be automatically called for
a cash payment, for each $1,000 principal amount note, equal
to (a) $1,000plus (b) the Call Premium Amount applicable to
that Review Date, payable on the applicable Call Settlement
Date. No further payments will bemade onthenotes.
If the notes are automatically called, you will not benefit from
the feature that providesyou with apositive returnat maturity
equal to the Index Return times the Participation Rate if the
Final Value is greater than the Initial Value.Because this
feature does not apply to the payment upon anautomaticcall,
the payment upon an automatic call may be significantly less
than the payment at maturity for thesame level of appreciation
in the Index.
Payment at Maturity†:
If thenotes have not been automatically called, at maturity, you
will receive a cash payment, for each $1,000 principalamount
note, of $1,000plus the Additional Amount, which may be
zero.
If the notes have not been automatically called, youare entitled
to repayment of principal in full at maturity, subject tothe credit
risks of JPMorgan Financial and JPMorgan Chase & Co.
Additional Amount†:If the notes have not been automatically
called, the Additional Amountpayable at maturityper $1,000
principal amount note will equal:
$1,000 × Index Return× Participation Rate,
provided that the Additional Amount will not beless than zero.
Index Return:
(Final Value-Initial Value)
InitialValue
Initial Value:The closing level of the Indexon the Pricing
Date, which was 117.15
Final Value: The closing level of the Index on the final Review
Date
† Subjecttothe impact of a change-in-law event asdescribed under
"General Terms ofNotes-Consequences of aChange-in-Law Event"
in theaccompanying productsupplement.In the event of achange-in-
law event, we have the right, but not theobligation,to causethe
calculation agent to determine onthe change-in-lawdate,as defined in
the accompanyingproductsupplement, thepayment atmaturity.
Underthese circumstances,the notes will nolonger besubjectto
automatic callandthe paymentat maturity will bedeterminedpriorto,
and without regard to the closing level ofthe Indexon, thefinalReview
Date.
PS-2 | Structured Investments
Step-Up Auto CallableNotesLinked to the S&P® Global 100PR 5% Daily
Risk Control 0.5% DeductionIndex (USD) ER
The S&P® Global 100 PR 5% Daily Risk Control 0.5% Deduction Index (USD) ER
The S&P®Global 100PR 5% Daily Risk Control0.5% Deduction Index (USD) ER(the "Index") is maintained and calculated by
S&PDow Jones Indices LLC ("S&P Dow Jones"). Our affiliate, JPMS, worked with S&P Dow Jones in developing the guidelines and
policies governing the composition and calculation of the Index.
The Indexattempts to providevariable notional exposure to theS&P® Global100 Index(the "Underlying Index"), while targeting an
annualizedvolatility of 5%, subject to thededuction, on adaily basis, of the notional financing cost described belowand a daily
deductionof 0.50% per annum (the "Index Deduction").
The Index is reported by Bloomberg L.P. under the ticker symbol "SPGLR5TE."
The Underlying Index is designed to measure the performance of 100 large-capitalizationmultinationalcompanies whose businesses
are global in nature and that derive asubstantial portion of their operating income from multiple countries.For additional information
about the Underlying Index, see "Background on the S&P®Global100 Index" in the accompanying underlyingsupplement.
The Index will adjust its notional exposureto the Underlying Index daily in an attempt to maintain an annualized volatility for the Index
approximatelyequal to the target volatility of 5%, subject toa maximum exposure of 150% and a minimum exposure of 0%. Werefer to
the notionalexposure that the Index has to the performanceof the Underlying Index on any dayas the "leverage factor" on that day.
The leverage factor on any day is equal to the target volatilitydivided by the annualizedvolatilityof the Underlying Indexas of the third
immediately preceding Indextrading day, subject to the maximumand minimum exposures. Accordingly, as the volatilityof the
Underlying Index increases, the exposure provided by the Indexto the Underlying Index decreases, and as the volatility of the
Underlying Index decreases, the exposureprovided by the Index to the Underlying Index increases. If the leverage factor isgreater
than 100% on any day, the Index will provide leveraged exposure to the UnderlyingIndex. If the leverage factor isless than 100% on
any day, the difference will be notionally uninvested and willearn no return.Under normal market conditions, the Index is expected to
be significantly uninvested.
For example, if the annualized volatility of the Underlying Index used tocalculate the leverage factor on agiven day is equal to20%, the
leverage factor will equal 25%(5% dividedby 20%). Thismeans that, subject to the notional financingcostdescribed below and the
Index Deduction, the Index would appreciate only 1% in response to an appreciation of 4% in the Underlying Index, and the Index
would depreciate only by 1% in response to a depreciation of 4% in the UnderlyingIndex.
The Index is anexcess returnindex that tracks the return of the UnderlyingIndex, subject to the leverage factor, over and above a
short-term money market investment. In other words, the Indexprovides a return basedon theperformance of a notional investment in
the Underlying Index, subject to the leverage factor, where the investment was madeusing borrowedfunds. Thenotionalfinancing
cost for the Index is calculated by reference to the Effective Federal Funds Rate. S&P Dow Jonesmayuse other successor interest
rates if the Effective Federal Funds Ratecannot be obtained. The Effective Federal FundsRate is ameasure of the interest rate at
whichdepositoryinstitutions lend balances at the Federal Reserve toother depository institutions overnight, calculated as the volume-
weighted median of overnight federal funds transactions reported by U.S. banks and U.S. branchesand agencies of non-U.S. banks,
and is quoted on the basis of an assumed year of 360 days.
The notional financing costis applied to the Index'snotionalexposure to the Underlying Index, so it increases as the leverage factor
increases and decreasesas the leverage factor decreases. For example, if leverage factor is 80%, no notional financing costs will be
deducted from the remaining 20%. If the leverage factor is150%, notional financing costswill be deducted from the entire 150%
exposure to the Underlying Index.
For additional information about the Index, see "The S&P Risk Control Index Series" in the accompanying underlying supplement.
No assurancecan be given that the Index will approximate its target volatility. The actual realized volatility of the Index may
be greater or less than its target volatility.
PS-3 | Structured Investments
Step-Up Auto CallableNotesLinked to the S&P® Global 100PR 5% Daily
Risk Control 0.5% DeductionIndex (USD) ER
Supplemental Terms of the Notes
Any valuesof the Index, and any valuesderivedtherefrom, included in this pricing supplement may be corrected, in theevent of
manifest error or inconsistency, byamendment of this pricingsupplement and the correspondingterms of the notes. Notwithstanding
anything to thecontrary in the indenture governing the notes, that amendment willbecome effective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
The notes will be automaticallycalled on theapplicableCall Settlement Dateand you will
receive (a)$1,000plus (b)the Call Premium Amount applicable to that ReviewDate.
No further payments will be made on thenotes.
Compare theclosing level of the Indextothe applicable Call Value oneachReviewDate until the finalReviewDateor anyearlier
automatic call.
ReviewDatesPreceding the Final ReviewDate
AutomaticCall
Theclosing level of the
Indexis greaterthanor
equal totheCall Value
fortheapplicable Review
Date.
Theclosing level of the
Indexis less than the
Call Valuefor the
applicable ReviewDate.
Call
Value
Thenotes will not be automaticallycalled.Proceed to the next ReviewDate.
No Automatic Call
Final ReviewDate
Thenotes have not
been automatically
called. Proceed to the
payment at maturity.
PaymentatMaturity
You will receive $1,000 plusthe Additional Amount, which will beequal to:
$1,000 × IndexReturn ×Participation Rate,
provided that the Additional Amount will not be less than zero.
PS-4 | Structured Investments
Step-Up Auto CallableNotesLinked to the S&P® Global 100PR 5% Daily
Risk Control 0.5% DeductionIndex (USD) ER
Call Premium Amount
The table below illustrates theCall Premium Amount per $1,000 principal amount note foreach Review Date (other than the final
Review Date) based on the Call Premium Amounts set forthunder "Key Terms-Call Premium Amount" above.
Review Date
Call Premium Amount
First
$106.50
Second
$213.00
Third
$319.50
Fourth
$426.00
Fifth
$532.50
Sixth
$639.00
Payment at Maturity If the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical payment at maturity onthenotes linked to a hypothetical Indexif the noteshavenot been
automaticallycalled. The hypothetical payments set forth below assume the following:
•the notes have not been automaticallycalled;
•an Initial Value of 100.00; and
•a Participation Rate of 100.00%.
The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and doesnot represent theactual Initial Value.
The actual Initial Value is theclosing level of the Indexon the Pricing Date and is specified under "Key Terms- Initial Value" in this
pricing supplement. For historical data regarding the actual closing levels of the Index, please see the historical information set forth
under "Hypothetical Back-Tested Dataand Historical Information" in thispricing supplement.
Each hypothetical payment at maturityset forth below is for illustrative purposes only and may not be the actual payment at maturity
applicableto a purchaser of the notes. Thenumbers appearing in the following table have been rounded for ease of analysis.
Final Value
Index Return
Additional Amount
Payment at Maturity
165.00
65.00%
$650.00
$1,650.00
150.00
50.00%
$500.00
$1,500.00
140.00
40.00%
$400.00
$1,400.00
130.00
30.00%
$300.00
$1,300.00
120.00
20.00%
$200.00
$1,200.00
110.00
10.00%
$100.00
$1,100.00
105.00
5.00%
$50.00
$1,050.00
101.00
1.00%
$10.00
$1,010.00
100.00
0.00%
$0.00
$1,000.00
95.00
-5.00%
$0.00
$1,000.00
90.00
-10.00%
$0.00
$1,000.00
80.00
-20.00%
$0.00
$1,000.00
70.00
-30.00%
$0.00
$1,000.00
60.00
-40.00%
$0.00
$1,000.00
50.00
-50.00%
$0.00
$1,000.00
40.00
-60.00%
$0.00
$1,000.00
30.00
-70.00%
$0.00
$1,000.00
20.00
-80.00%
$0.00
$1,000.00
10.00
-90.00%
$0.00
$1,000.00
0.00
-100.00%
$0.00
$1,000.00
PS-5 | Structured Investments
Step-Up Auto CallableNotesLinked to the S&P® Global 100PR 5% Daily
Risk Control 0.5% DeductionIndex (USD) ER
Note Payout Scenarios
Upside Scenario If Automatic Call:
If the closing level of the Index onany Review Date(other than the final Review Date)is greater thanor equal to the Call Value for that
Review Date, the notes will be automatically called andinvestors will receive on the applicable Call Settlement Datethe$1,000
principal amount plusthe CallPremium Amount applicable to that Review Date. No further payments will be madeon thenotes.
•If the closing level of the Index increases10.00% as ofthe first Review Date, the notes will be automatically calledand investors
will receive areturn equal to10.65%, or $1,106.50per $1,000 principal amount note.
•If the notes have not been previously automatically called and the closinglevel of the Index increases90.00% as ofthe sixth
Review Date, the notes will be automatically called and investors will receive a return equalto63.90%, or $1,639.00per $1,000
principal amount note.
If No Automatic Call:
If the notes have not been automatically called, investors will receive at maturity the $1,000 principal amount plus the Additional
Amount, which is equal to$1,000 timesthe Index Return times the Participation Rate of 100.00%.
Upside Scenario:
If the notes have not been automatically called and the Final Value is greater than the Initial Value, the Additional Amount will be
greater than zero and investors will receive at maturitymorethan the principal amount of their notes.
•If the notes have not been automatically called and the closing level of the Index increases 10.00%, investors will receive at
maturitya return equal to10.00%, or $1,100.00 per $1,000 principal amount note.
Par Scenario:
If the notes have not been automatically called and the Final Valueisequal toorless than the Initial Value, the Additional Amount will
be zero and investors will receive at maturity the principal amount of their notes.
The hypothetical returns and 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 any sale in the
secondarymarket. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notes involvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement,product supplement and underlying supplement and in Annex A totheaccompanying
prospectus addendum.
Risks Relating to the Notes Generally
•IF THE NOTES HAVE NOT BEEN AUTOMATICALLY CALLED, THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL
AMOUNT AT MATURITY-
If the notes have not been automatically called andthe Final Valueisless than or equal totheInitial Value, you will receive only the
principal amount of your notes at maturity, and you will not be compensated for any loss in value due to inflation and other factors
relating to the value of moneyover time.
•THE LEVEL OF THE INDEXWILL REFLECT A 0.50% PER ANNUM INDEX DEDUCTION AND THE DEDUCTION OF A
NOTIONAL FINANCING COST-
ThisIndex Deduction and notionalfinancing cost will be deducted daily. As a result of theIndex Deduction and the deduction of
the notional financingcost, the level of the Index will trail the value of a hypothetical identically constituted notionalportfolio from
whichno such deductions aremade.
•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 inour or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were todefault on our payment
obligations, youmay not receive any amounts owed to youunder the notes and you could loseyour entire investment.
PS-6 | Structured Investments
Step-Up Auto CallableNotesLinked to the S&P® Global 100PR 5% Daily
Risk Control 0.5% DeductionIndex (USD) ER
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of ourassets relate to obligations of JPMorgan Chase & Co. tomake payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements.As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expectedto havesufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase& Co. does not make payments tous and we are unable to make
payments on the notes, you may have toseek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•THE CALL VALUE FOR EACH REVIEW DATE IS GREATER THAN THE INITIAL VALUE AND INCREASES PROGRESSIVELY
OVER THE TERM OF THE NOTES-
The notes will be automatically called, and youwill receive a Call Premium Amount, onlyif the closinglevelof the Indexincreases
from the Initial Value such that it is greater than or equal to the Call Value for a Review Date. Even if the closing level of the Index
increases over the termof thenotes, it may not increase sufficiently for the notes tobe automaticallycalled (including because,
due to the step-up Call Value feature, the Call Values increase progressively over the termof thenotes).
•IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
APPLICABLE CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of the Index, which maybesignificant. In addition, if the notes are automaticallycalled, you willnot
benefit from the feature that provides you with a positive return at maturity equal to the Index Returntimesthe Participation Rateif
the Final Value is greater than the Initial Value.Because this feature does not apply to thepayment upon an automaticcall, the
payment upon an automaticcallmay be significantly less than the payment at maturity for the same level of appreciationin the
Index.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notes are automaticallycalled, the term of 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 are called before maturity, you are not entitled to any fees andcommissions described
on the front cover of this pricing supplement.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•WE MAY DETERMINE THE PAYMENT AT MATURITY FOR YOUR NOTES EARLY IF A CHANGE-IN-LAW EVENT OCCURS -
If we or our affiliates are unable to effect transactions necessary to hedge our obligationsunder the notes due to a change-in-law
event, wemay, in our sole and absolute discretion, cause the calculation agent to determine the payment at maturity for your notes
early based on thecalculation agent'sgood faith determination of the optionvalue for your notes (i.e., the price of the embedded
option representing anyamount payable on the notesuponautomatic call (if applicable) or at maturity) on the date on which the
calculation agent determines that achange-in-law event hasoccurred, which maybesignificantlyearlier than the final Review
Date. Under these circumstances, the notes will no longer be subject to automatic call and the amount due and payable on your
notes will bedue and payable only at maturity, and that amount will not reflect any appreciation of the Index after such early
determination.See "General Terms of Notes -Consequencesof a Change-in-Law Event" in the accompanying product
supplement for moreinformation.
•LACK OF LIQUIDITY -
The notes will not belisted onanysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy the notes. You may notbe able to sellyour notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing tohold your notes to maturity.
PS-7 | Structured Investments
Step-Up Auto CallableNotesLinked to the S&P® Global 100PR 5% Daily
Risk Control 0.5% DeductionIndex (USD) ER
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliates play avarietyof roles in connection with thenotes. In performing these duties, our and JPMorganChase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possiblethat hedging or trading
activities of ours or our affiliates in connection with the notescould result in substantial returns for us or our affiliates whilethe
value of the notes declines. Please refer to "Risk Factors -Risks Relating to Conflicts of Interest" in theaccompanyingproduct
supplement.
One of our affiliates, JPMS, worked with S&P Dow Jones in developing theguidelines andpolicies governing the composition and
calculation of the Index.Although judgments, policiesand determinations concerning the Index were made by JPMS, JPMorgan
Chase & Co., as the parent company of JPMS, ultimatelycontrols JPMS. The policies and judgments for which JPMS was
responsible could have an impact, positive or negative, on the levelof the Index and the value of your notes.JPMS is under no
obligation to consider your interests as aninvestor in the notes in its role in developing the guidelines and policies governing the
Index or making judgments that may affect the level of the Index. Furthermore, the inclusion of equitysecurities in the Index is not
an investment recommendation byus or JPMS of the equitysecuritiesunderlying the Index.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The originalissue price of the
notes exceedsthe estimated valueof the notes becausecosts associated with selling, structuring and hedging the notesare
included in the original issue priceof thenotes.Thesecostsinclude the selling commissions, 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 ofhedging
our obligationsunder the notes. See "The Estimated Valueof the Notes" in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate usedin the determination of the estimated value of the notes may differ from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedby JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, amongother things, our and our affiliates' view of thefunding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potentialchanges tothat rate may havean adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Value of the Notes" in thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generally expect that some of the costs included in the original 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 initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricingsupplement foradditional information relating to this initial period.
Accordingly, the estimated value of your notes during thisinitial period may be lower than the value of the notesas published by
JPMS (and which may be shown on your customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket pricesof the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions, 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 willing to buy the
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notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Any sale by you prior to
the Maturity Date could result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number ofeconomic and market factors, which
mayeither offset or magnify eachother, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the level of the Index. 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. This price may be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk Factors-
Risks Relating to the Estimated 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.
Risks Relating to the Index
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE UNDERLYING INDEX AND
THE INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the Underlying Index or the Index.
•NON-U.S. SECURITIES RISK-
Some of the equity securities included in the Index have been issued by non-U.S. companies. Investments in securitieslinked to
the value of such non-U.S. equitysecurities involverisks associated with the home countries and/or the securities markets in the
home countries of the issuersof those non-U.S. equitysecurities. Also, there is generally lesspubliclyavailable information about
companies insome of these jurisdictions than there is aboutU.S. companies that are subject tothe reporting requirements of the
SEC.
•HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND
ARE SUBJECT TO INHERENT LIMITATIONS-
The hypothetical back-tested performance of the Index set forth under "Hypothetical Back-Tested Data andHistorical Information"
in thispricingsupplement is purely theoretical and does not represent the actual historicalperformance of the Index and has not
been verified by anindependent third party. Hypothetical back-tested performance measures have inherent limitations. Alternative
modeling techniquesmight produce significantly different resultsand may proveto be more appropriate. Past performance, and
especially hypothetical back-testedperformance, is not indicative of future results.Thistype of information has inherent limitations
and you should carefully consider these limitations before placing reliance on such information. Hypothetical back-tested
performance is derived bymeansof the retroactive application of a back-tested model that hasbeen designed with the benefit of
hindsight.
•THE INDEX MAY NOT BE SUCCESSFUL AND MAY NOT OUTPERFORM THE UNDERLYING INDEX-
The Index provides notional exposure to the Underlying Index, while targeting an annualized volatility of 5%. No assurance can be
given that the volatility targeting strategy will be successful or that the Index will outperformthe Underlying Index or any alternative
strategy that might be employed toprovide volatility-adjusted exposure to the Underlying Index.
•THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY -
No assurance can be given that the Index will approximate its target volatility.The actual realized volatility of the Indexmay be
greater or less than its target volatility. The exposure to the Underlying Index isdynamically adjusted on a dailybasis, subject to a
maximum exposure limit, based on the historical volatility of theUnderlyingIndex. However, there is no guarantee that trends
existing in the past will continue in the future. The volatility of the Underlying Index on any day maychange quicklyand
unexpectedly.Due to the decay factors utilized insetting the leverage factor for the Index, the long-term realized volatility of the
Index may be lower than its target volatility.Accordingly, the actual realized annualized volatility of the Indexmay be greater than
or less than the target volatility, which mayadverselyaffect the level of the Index and the value of the notes.
•THE DAILY ADJUSTMENT OF THE EXPOSURE OF THE INDEX TO THE UNDERLYING INDEX MAY CAUSE THE INDEX NOT
TO REFLECT FULLY ANY APPRECIATION OF THE UNDERLYING INDEX OR TO MAGNIFY ANY DEPRECIATION OF THE
UNDERLYING INDEX -
In an effort to approximate its target volatility, the Index adjusts its exposure to the Underlying Index dailybased on the historical
volatilityof the Underlying Index, subject to amaximum exposure limit of 150%.When the historical volatility is greater than the
target volatility, the Index will reduce its exposure to the Underlying Index.When thehistorical volatility is less than the target
volatility, the Index will increase theexposure to the Underlying Index, up to 150%. Due to the daily exposureadjustments, the
Index may failto realize gainsdue to appreciation of the Underlying Index at a time when the exposure is less than 100% or may
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suffer increased losses due to depreciation of the UnderlyingIndex when the exposure is above100%. As a result, the Index may
underperform asimilar index that doesnot include a daily exposure adjustment feature.
•THE INDEX MAY BE SIGNIFICANTLY UNINVESTED, WHICH WILL RESULT IN A PORTION OF THE INDEX REFLECTING NO
RETURN-
TheIndex utilizes the existing Underlying Indexmethodology, plus an overlying mathematical algorithm designed to control the
level of risk of theUnderlying Index byestablishing a specific volatility target and dynamically adjusting the exposure to the
Underlying Indexbased on itsobserved historical volatility. If the Underlying Indexexperiencesvolatility in excessof the applicable
volatilitytarget over the relevant period, the exposure to the Underlying Indexisdecreased, meaning that the Index will be partially
uninvestedand, accordingly, theIndex will reflect no return with respect to theuninvested portion. Accordingly, when the exposure
of the Index to the Underlying Index is less than 100% on any day, the Index will be partially uninvested. For example, if the
exposure is set at 20%,the Index will be 80% uninvested. Under normal market conditions, the Index is expected tobe
significantlyuninvested. Increased volatility in the Underlying Indexmay adversely affect the performance of the Index andthe
value of thenotes.
•OTHER KEY RISKS:
OTHE INDEX, WHICH WAS ESTABLISHED ON SEPTEMBER 18, 2023, HAS A LIMITED OPERATING HISTORY ANDMAY
PERFORM IN UNEXPECTED WAYS.
OTHE EFFECTIVE FEDERAL FUNDS RATE WILL BE AFFECTED BY A NUMBER OF FACTORSAND MAY BE VOLATILE.
OTHE EFFECTIVE FEDERAL FUNDS RATE AND THE MANNER IN WHICH IT IS CALCULATED MAY CHANGE IN THE
FUTURE.
Please refer to the "Risk Factors" section of the accompanying underlying supplement for more details regarding the above-listed and
other risks.
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Hypothetical Back-Tested Data andHistorical Information
The following graph sets forththe hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly
closing levels of the Index from January4, 2019 through September 15, 2023, and the historical performance of the Index based on the
weekly historical closing levels of the Index from September 22, 2023 through October 25, 2024. The Index was established on
September 18, 2023, as represented by the vertical line in the following graph.All data to the left of that vertical line reflect hypothetical
back-tested performance of the Index. All data to the right of that vertical line reflect actualhistorical performance of the Index. The
closing level of the Index onOctober 30, 2024 was 117.15.We obtained the closing levels above and below from the Bloomberg
Professional®service ("Bloomberg"), without independent verification.
The data for the hypotheticalback-tested performance of theIndex set forth in the following graph are purely theoretical and do not
represent the actual historicalperformance of the Index.See "Selected Risk Considerations - Risks Relating to the Index-
Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations"
above.
The hypothetical back-tested and historical closing levels of the Index should not be taken as an indication of future performance, and
no assurance can be given asto theclosing level of the Index onany Review Date. Therecan be noassurance that theperformance
of the Index will result in a payment at maturityin excess of your principal amount, subject to thecredit risks of JPMorganFinancial and
JPMorgan Chase & Co.
The hypothetical back-tested closing levels of the Index haveinherent limitations and havenot beenverified by an independent third
party. These hypotheticalback-tested closing levelsare determined by means of a retroactiveapplication of a back-tested model
designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. No
representation is made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling
techniques or assumptions would produce different hypothetical back-tested closing levels of theIndex that might prove to bemore
appropriate and that might differ significantly from the hypothetical back-testedclosing levels of the Index set forth above.
Treatment as ContingentPaymentDebt Instruments
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences," and inparticular the subsection
thereof entitled "- Tax Consequences to U.S. Holders - Notes with a Term of More than One Year - NotesTreated as Contingent
Payment Debt Instruments," in the accompanying product supplement no. 3-I. Unlike a traditional debt instrument that providesfor
periodic paymentsof interest at a single fixed rate, with respect to which a cash-method investor generallyrecognizes income only
upon receipt of stated interest, our special tax counsel, Davis Polk & Wardwell LLP, is of the opinion that the notes will be treated for
U.S. federal incometax purposesas "contingent payment debt instruments."As discussed in that subsection, you generally will be
required to accrue original issue discount ("OID") on your notes in each taxable year at the "comparable yield," asdetermined by us,
although we will not make anypayment with respect to the notes except upon anautomaticcall or at maturity.Upon sale or exchange
(including an automatic callor at maturity), you will recognize taxable income or loss equal to thedifference between the amount
received from the saleor exchangeandyour adjusted basisin thenote, whichgenerally will equal the cost thereof, increasedby the
amount of OID you have accrued in respect of the note. You generally must treat any income as interest income and any lossas
ordinary loss to the extent of previous interest inclusions, and the balance as capital loss.The deductibility of capital losses is subject
to limitations.Special rules may apply if any payment in excessof the principal amount of your noteistreated as becoming fixedprior
to maturity.Youshouldconsult your taxadviser concerning the application of these rules.The discussions herein and in the
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accompanying product supplement do not addressthe consequences to taxpayers subject to specialtax accounting rules under
Section 451(b) of the Code. Purchasers who arenot initial purchasers of notes at their issue price should consult their tax advisers with
respect to the tax consequences of an investment in notes, including the treatment of the difference, if any, between the basis in their
notes and the notes' adjusted issue price.
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 instrumentslinked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinationsmade by us, our special tax counselis of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and itsapplication may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security.Youshouldconsult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The discussions in the preceding paragraphs, when read in combination with the section entitled "Material U.S. Federal Income Tax
Consequences" (and in particular the subsection thereof entitled "- Tax Consequences toU.S. Holders-Notes with a Term of More
than One Year -Notes Treated as Contingent Payment Debt Instruments") in the accompanying product supplement, constitute the
full opinion of Davis Polk & WardwellLLP regarding the material U.S. federal income tax consequences of owning and disposingof
notes.
Comparable Yield andProjected Payment Schedule
Although it is not entirely clearhow thecomparable yield andprojected payment schedule should bedetermined when a debt
instrument maybe redeemed by the issuer prior to maturity, we have determined that the "comparableyield," based upon the termto
maturity of the notes assuming no early redemption occurs and avarietyof other factors, including actual market conditions and our
borrowing costs for debt instruments of comparable maturities at the time of issuance, is an annual rate of5.05%, compounded
semiannually.Based on our determinationof the comparable yield, the "projected payment schedule" per $1,000 principal amount note
consistsof a singlepayment at maturity, equal to $1,418.02. Assuming asemiannual accrual period, the following tablesets out the
amount of OID that will accrue with respect to a noteduring each calendar period, based upon our determination of the comparable
yield and projected payment schedule.
Calendar Period
Accrued OID During
Calendar Period (Per
$1,000 Principal Amount
Note)
Total Accrued OID from
Original Issue Date (Per
$1,000 Principal Amount Note)
as of End of Calendar Period
November 4, 2024 through December 31, 2024.…..……..
$7.86
$7.86
January1, 2025 through December 31, 2025…………….
$51.54
$59.40
January1, 2026 through December 31, 2026…………….
$54.18
$113.58
January1, 2027 through December 31, 2027…………….
$56.95
$170.53
January1, 2028 through December 31, 2028…………….
$59.86
$230.39
January1, 2029 through December 31, 2029…………….
$62.92
$293.31
January1, 2030 through December 31, 2030…………….
$66.14
$359.45
January1, 2031 through November 4, 2031……………
$58.57
$418.02
The comparable yield and projected payment schedule are determined solely to calculate the amount on which you will be
taxed with respect to the notes in each year and are neither a prediction nor a guarantee of what the actual yieldor timing of
the payment or payments will be.Theamount you actually receive at maturity or earlier sale or exchange of your notes will
affect your income for that year, as described above under "Treatment as Contingent Payment Debt Instruments.".
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of the values of the following
hypothetical components: (1) a fixed-income debt component withthe same maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying theeconomic terms of the notes. The estimated valueof the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
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any time. The internal funding rate used in thedetermination of the estimated value of thenotes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which mayprove
to be incorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. Theuse of an internal
funding rate and any potential changes to that ratemay have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes-The Estimated Value of the NotesIs Derived byReference to anInternal Funding Rate" in this
pricing supplement.
The value of thederivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.These models are dependent on inputssuch as the traded market prices of comparable derivative instrumentsand on
various other inputs, some of which aremarket-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 thenotes is
determined when the terms of the notesareset basedon market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptions could provide valuations forthenotes that are greater than or less thanthe estimated value of the notes.In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.On
future dates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any,at
whichJPMS would be willingto buy notesfromyou in secondarymarket transactions.
The estimated value of the notes is lower than the originalissue priceof the notes because costs associatedwith selling, structuring
and hedging the notes are included in the original issue 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
hedgingour obligations under the notes and the estimated cost of hedging our obligationsunder thenotes.Becausehedging our
obligations entails riskand may beinfluenced by market forces beyond our control, this hedging may result in a profit that ismore or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under thenotes may be
allowed to other affiliatedor unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.These
retained remaining hedging profits will be reducedby $22.50per $1,000 principalamount note to account for additional selling
commissions. See "SelectedRisk Considerations-RisksRelating to the Estimated Value and SecondaryMarket Prices of the Notes
- The Estimated Value of theNotes Is Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes- Secondary market prices of the notes will be impacted by many
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue priceof 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 initial predetermined period.These costscanincludeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes.Thelengthof any such initial period reflects the structure of the notes, whether our affiliates expect toearn a
profit inconnectionwithour hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates.See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Thanthe Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile andmarket exposure provided by the
notes.See "How the Notes Work" and "Note Payout Scenarios" in this pricingsupplementfor anillustration of the risk-return profile of
the notes and"TheS&P® Global 100 PR 5% Daily Risk Control 0.5% Deduction Index (USD) ER"in thispricing supplement for a
descriptionof the market exposureprovided by the notes.
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The originalissue price of the notes is equal to the estimated value of the notesplus the selling commissions paid toJPMS and other
affiliated or unaffiliated dealers, plus(minus) the projected profits (losses) that our affiliatesexpect to realize for assuming risks inherent
in hedging our obligations under thenotes, 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 andJPMorgan Chase & Co., when the
notes offered by this pricing supplement have beenissued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents suchnotes(the "master note"), and such notes have beendelivered against payment as
contemplated herein, such noteswill be valid and binding obligations of JPMorgan Financial and the related guarantee will constitutea
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicablebankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof good faith, fair dealing and the lack ofbad faith),provided that such counsel
expresses no opinionas to (i) the effect of fraudulent conveyance, fraudulent transfer orsimilar 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 CompanyAct. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and deliveryof the indenture and its authentication of the master note and the validity, binding nature
and enforceabilityof the indenture with respect to the trustee, allas stated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplementedby the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part,the accompanying prospectus
addendum and the more detailed information contained in the 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 includingpreliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. You should carefullyconsider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectus supplement, the accompanying product supplement and the accompanying underlyingsupplementand in Annex A to the
accompanying prospectus addendum, as the notes involve risks not associated with conventional debt securities. We urge you to
consult your investment,legal, tax, accounting and other advisersbefore you invest in the notes.
You may access these documentson the SEC website at www.sec.gov as follows (or if such address has changed, by reviewingour
filings for the relevant dateon the SEC website):
•Product supplement no. 3-I dated April 13, 2023:
•Underlying supplement no. 2-IV datedOctober 20, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.