JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 14:17
Primary Offering Prospectus - Form 424B2
October 29, 2024Registration 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 April13,2023,
the prospectus and prospectussupplement, eachdatedApril 13, 2023, andthe prospectus addendum datedJune 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
$2,894,000
Callable Contingent Interest Notes Linked to the Least
Performing of the S&P 500®Index, the Russell 2000® Index
and the Nasdaq-100 Index®due August 3, 2027
Fully and Unconditionally GuaranteedbyJPMorgan Chase & Co.
•The notes are designed for investors whoseek a Contingent Interest Payment with respect to each Review Date, for
whichthe closing level of each of the S&P 500® Index, the Russell2000® Index and the Nasdaq-100Index®, which we
refer to astheIndices, is greater than or equal to 60.00% of its Initial Value, which we refer to as an Interest Barrier.
•If the closing level of each Index is greater than or equal to its Interest Barrier on any Review Date, investors will receive,
in addition to the Contingent Interest Payment with respect to that Review Date, any previously unpaid Contingent
Interest Payments for prior Review Dates.
•The notesmay be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other
than the first through fifthandfinalInterest Payment Dates).
•The earliest dateon whichthe notes may be redeemedearly is May2, 2025.
•Investors should be willing to accept the risk of losingsome or allof their principal and the risk that no Contingent Interest
Payment may bemade with respect tosome or allReview Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
•The notes areunsecured and unsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, 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 onthe notes are not linked to a basket composed of the Indices.Payments on the notes are linked to the
performance of each of theIndices individually, as described below.
•Minimum denominations of $1,000 and integral multiplesthereof
•The notes priced on October 29, 2024 and are expected tosettleon or about November 1, 2024.
•CUSIP: 48135UF54
Investing in thenotes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on pagePS-11
of the accompanying product supplement and"Selected Risk Considerations" beginning on pagePS-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securitiescommission has approved or disapproved
of the notesor passed upon the accuracyor the adequacy ofthis pricing supplement or theaccompanying product supplement,
underlying supplement, prospectus supplement, prospectusand 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
$9
$991
Total
$2,894,000
$26,046
$2,867,954
(1)See"Supplemental Use of Proceeds"in this pricing supplement for information about thecomponents of the price topublic of the
notes.
(2)J.P. MorganSecurities LLC, which we refer toasJPMS,acting as agent forJPMorgan Financial, will payalloftheselling
commissions of$9.00 per $1,000principal amount note it receivesfrom us toother affiliated orunaffiliated dealers.See"Plan of
Distribution (Conflicts of Interest)"in the accompanyingproductsupplement.
The estimated value of the notes, when the terms of the notes were set,was $973.40per $1,000 principal amount note.
See"The Estimated Value of the Notes" in thispricing supplement for additional information.
Thenotes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase& Co.
Indices: The S&P 500®Index (Bloomberg ticker: SPX), the
Russell 2000® Index (Bloomberg ticker: RTY) and the Nasdaq-
100 Index® (Bloomberg ticker: NDX)
Contingent InterestPayments:If the notes have not been
previously redeemed earlyand theclosing level of each Index
on any Review Date is greater than or equalto its Interest
Barrier, you willreceive on the applicable Interest Payment
Date for each $1,000 principalamount notea Contingent
Interest Payment equal to $5.4167 (equivalent to a Contingent
Interest Rate of 6.50% per annum, payable at a rate of
0.54167%per month), plus any previously unpaid Contingent
Interest Payments for any prior Review Dates.
If the Contingent Interest Payment isnot paid onany Interest
Payment Date, that unpaid Contingent Interest Payment will be
paid on a later Interest Payment Date if the closing levelof each
Index on the Review Date related to that later Interest Payment
Date is greater than or equal to its Interest Barrier. You will not
receiveany unpaid Contingent Interest Payments if the closing
level ofany Index on each subsequent Review Date isless than
itsInterest Barrier.
Contingent InterestRate:6.50% per annum, payable at a rate
of 0.54167% per month
Interest Barrier:With respect to each Index, 60.00% of its
Initial Value, which is 3,499.752 for the S&P 500®Index,
1,342.8534 for the Russell 2000®Indexand 12,330.39for the
Nasdaq-100 Index®
Trigger Value: With respect to each Index, 50.00% of its Initial
Value, which is 2,916.46 for the S&P 500® Index, 1,119.0445
for the Russell 2000® Index and 10,275.325 for the Nasdaq-100
Index®
Pricing Date:October 29, 2024
Original Issue Date (Settlement Date): On or about November
1, 2024
Review Dates*: November 29, 2024, December 30, 2024,
January29, 2025, February 28, 2025, March 31, 2025, April 29,
2025, May 29, 2025, June 30, 2025, July 29, 2025, August 29,
2025, September 29, 2025, October 29, 2025, December 1,
2025, December 29, 2025, January 29, 2026, March 2, 2026,
March 30, 2026, April29, 2026, May 29, 2026, June 29, 2026,
July 29, 2026, August 31, 2026, September 29, 2026, October
29, 2026, November 30, 2026, December 29, 2026, January 29,
2027, March 1, 2027, March 29, 2027, April 29, 2027, June 1,
2027, June 29, 2027 andJuly29, 2027 (final Review Date)
Interest Payment Dates*: December 4, 2024, January3, 2025,
February 3, 2025, March 5, 2025, April 3, 2025, May 2, 2025,
June 3, 2025, July3, 2025, August 1, 2025, September 4, 2025,
October 2, 2025, November 3, 2025, December 4, 2025,
January2, 2026, February 3, 2026, March5, 2026, April2,
2026, May 4, 2026, June 3, 2026, July 2, 2026, August 3, 2026,
September 3, 2026, October 2, 2026, November 3, 2026,
December 3, 2026, January 4, 2027,February 3, 2027, March
4, 2027, April 1, 2027, May 4, 2027, June 4, 2027, July 2, 2027
and the Maturity Date
Maturity Date*: August 3, 2027
* Subject to postponement in the event of amarket disruption event
and as describedunder "General Terms of Notes-Postponement
of a DeterminationDate - NotesLinkedtoMultipleUnderlyings"
and "General Terms of Notes - Postponement of a PaymentDate"
in the accompanying product supplement
Early Redemption:
We, at our election, may redeem the notesearly, in whole but
not in part, on any of the Interest Payment Dates (other than the
first through fifth andfinal Interest Payment Dates) at a price,
for each $1,000 principal amount note, equal to(a) $1,000plus
(b) the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Dateplus(c) if the Contingent
Interest Payment applicable tothe immediately preceding
Review Date is payable, any previously unpaid Contingent
Interest Payments for any prior Review Dates. If we intend to
redeem your notes early, we will deliver notice to The
Depository Trust Company, or DTC, at leastthree business
days before the applicable Interest Payment Date on which the
notes are redeemed early.
Payment at Maturity:
If the notes have not beenredeemed earlyandthe Final Value
of each Index is greater than or equal to its Trigger Value, you
will receivea cash payment atmaturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the final
Review Dateplus(c) if the Contingent Interest Payment
applicableto the final Review Date ispayable,any previously
unpaid Contingent Interest Paymentsfor anyprior Review
Dates.
If the notes have not beenredeemed earlyandthe Final Value
of any Index is less than its Trigger Value, your payment at
maturityper $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Least Performing Index Return)
If the notes have not beenredeemed earlyand the Final Value
of any Index is less than its Trigger Value, you will lose more
than 50.00% of your principalamount atmaturity andcould lose
all of your principal amount at maturity.
Least Performing Index: TheIndexwith 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 toeachIndex, the closing level of
that Index on the Pricing Date, which was 5,832.92 for the S&P
500® Index, 2,238.089for the Russell 2000® Indexand
20,550.65for the Nasdaq-100Index®
Final Value: With respect to each Index, the closing level of
that Index on thefinal Review Date
PS-2| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
Supplemental Terms of the Notes
Any valuesof the Indices, and any values derived therefrom, included in this pricing supplement may be corrected, in theevent of
manifest error or inconsistency, byamendment of thispricingsupplement and the corresponding terms of the notes. Notwithstanding
anything to the contraryin theindenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
How the Notes Work
Payments in Connection with the First through Fifth Review Dates
Payments in Connection with Review Dates (Other than the First through Fifth and Final Review Dates)
Theclosing level of each Indexis greater than or
equal toits Interest Barrier.
Theclosing level of anyIndexis lessthan its Interest
Barrier.
First through Fifth ReviewDates
Comparethe closinglevel of each Indexto its Interest Barrieron each ReviewDate.
Youwill receive, on theapplicable Interest Payment Date, (a) a
Contingent Interest Payment plus(b) anypreviouslyunpaid Contingent
Interest Payment foranypriorReviewDate.
Proceedto the next ReviewDate.
No Contingent Interest Payment will be made with respect to
the applicable ReviewDate.
Proceedto the next ReviewDate.
Youwill receive, on theapplicable Interest
Payment Date,(a)$1,000plus (b)a
Contingent Interest Payment plus (c)any
previouslyunpaid Contingent Interest
Payments for anypriorReviewDates.
No furtherpayments will be made onthe
notes.
Comparethe closinglevel of eachIndexto its Interest Barrieron each ReviewDate until thefinal ReviewDate oranyearlyredemption.
ReviewDates (Other than the First through Fifth and Final ReviewDates)
EarlyRedemption
Theclosing level of each Indexis
greater thanor equal toits
Interest Barrier.
Theclosing level of anyIndexis
less thanits Interest Barrier.
Youwill receive, on theapplicable
Interest Payment Date, (a) a
Contingent InterestPaymentplus(b)
anypreviouslyunpaidContingent
Interest Payments foranyprior
ReviewDates.
Proceedto the next ReviewDate.
No Contingent Interest Payment will
bemadewith respect tothe
applicable ReviewDate.
Proceedto the next ReviewDate.
No EarlyRedemption
Youwill receive $1,000 on the applicable
Interest Payment Date.
No further payments will be madeon the
notes.
PS-3| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
Payment at MaturityIf the Notes Have Not Been Redeemed Early
Total Contingent Interest Payments
The table below illustrates the hypothetical total ContingentInterest Payments per $1,000principal amount note over the termof the
notes basedon the Contingent InterestRate of 6.50% per annum, depending on how many Contingent Interest Payments are made
prior to early redemptionor maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
33
$178.7500
32
$173.3333
31
$167.9167
30
$162.5000
29
$157.0833
28
$151.6667
27
$146.2500
26
$140.8333
25
$135.4167
24
$130.0000
23
$124.5833
22
$119.1667
21
$113.7500
20
$108.3333
19
$102.9167
18
$97.5000
17
$92.0833
16
$86.6667
15
$81.2500
14
$75.8333
13
$70.4167
12
$65.0000
11
$59.5833
10
$54.1667
9
$48.7500
ReviewDates Preceding
the Final ReviewDate
You will receive (a) $1,000plus (b)the
Contingent Interest Payment, if any,
applicable to the final ReviewDate
plus(c) if the Contingent Interest
Payment applicable to the final Review
Dateis payable,anypreviouslyunpaid
Contingent Interest Payments for any
priorReviewDates.
Thenotes havenot been
redeemed earlypriorto the
final ReviewDate.
Proceedto maturity
Final ReviewDatePayment at Maturity
TheFinal Value of each Indexis greater thanor
equal toits TriggerValue.
Youwill receive:
$1,000 + ($1,000 × Least Performing
IndexReturn)
Under these circumstances, you will
lose some or all of yourprincipal
amount at maturity.
TheFinal Value of anyIndexis less thanits
Trigger Value.
PS-4| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
8
$43.3333
7
$37.9167
6
$32.5000
5
$27.0833
4
$21.6667
3
$16.2500
2
$10.8333
1
$5.4167
0
$0.0000
Hypothetical Payout Examples
The following examples illustratepayments on the notes linked to three hypotheticalIndices, assuming a range of performances for the
hypotheticalLeast Performing Indexon the Review Dates.Each hypothetical payment set forth below assumes that the closing
level of each Index that is not the Least Performing Index on each Review Date is greater than or equal to its Initial Value(and
therefore its Interest Barrier and Trigger Value).
The hypothetical payments set forthbelow assume the following:
•the notes have not been redeemedearly;
•an Initial Value for theLeast PerformingIndex of 100.00;
•an Interest Barrier for the Least Performing Index of 60.00 (equalto 60.00% of itshypothetical Initial Value);
•a Trigger Valuefor the Least Performing Index of 50.00 (equal to 50.00% of its hypothetical Initial Value);and
•a Contingent Interest Rate of 6.50% per annum.
Thehypothetical Initial Value of the LeastPerforming Index of 100.00 has been chosen for illustrative purposes only and doesnot
represent the actual Initial Value of any Index.TheactualInitial Value of each Indexis theclosing level of that Index on the Pricing
Date and is specified under "Key Terms -Initial Value" in this pricing supplement.For historical data regarding the actualclosing
levels of each Index, pleasesee the historical information set forth under "TheIndices"in this pricing supplement.
Each hypothetical payment set forthbelow isfor illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes.The numbers appearing in thefollowing examples have been rounded for ease of analysis.
Example1 - Notes have NOT been redeemed earlyand the Final Value of the Least Performing Indexisgreater than or equal
to itsTrigger Value and its Interest Barrier.
Date
Closing Levelof Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
95.00
$5.4167
Second Review Date
85.00
$5.4167
Third through Thirty-
Second Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,167.9167
Total Payment
$1,178.75 (17.875% return)
Because the notes havenot been redeemedearly and the Final Value of the Least Performing Indexis greater than or equal to its
Trigger Value and its Interest Barrier, the payment at maturity, for each $1,000 principalamount note, will be$1,167.9167 (or $1,000
plusthe Contingent Interest Payment applicable to the finalReview Dateplus theunpaidContingent Interest Payments for any prior
Review Dates).When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount
paid, for each $1,000principal amount note, is $1,178.75.
PS-5| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
Example2 - Notes have NOT been redeemed earlyand the Final Value of the Least PerformingIndexis less than its Interest
Barrier but is greater than or equal toits Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
95.00
$5.4167
Second Review Date
80.00
$5.4167
Third through Thirty-
Second Review Dates
Less than Interest Barrier
$0
Final Review Date
55.00
$1,000.00
Total Payment
$1,010.8333 (1.08333% return)
Because the notes have not been redeemed early and the Final Value of the Least PerformingIndex is less than its Interest Barrier but
is greater than or equal toits Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be$1,000.00. When
added to the Contingent Interest Paymentsreceived with respect to the prior Review Dates, the total amount paid, for each $1,000
principal amount note, is $1,010.8333.
Example3 - Notes have NOT been redeemed earlyand the Final Value of the Least Performing Indexis less than its Trigger
Value.
Date
Closing Levelof Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third through Thirty-
Second Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes havenot been redeemedearly, the FinalValueof the Least PerformingIndex is lessthanits Trigger Valueand the
Least Performing Index Return is-60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold thenotes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated with any sale in thesecondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above would likely be lower.
Selected Risk Considerations
An investment in thenotesinvolves significant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanying prospectus supplementand product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not beenredeemed earlyand the Final Value of any Index is
less than itsTrigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least
Performing Index is less than itsInitial Value. Accordingly, under these circumstances, you will lose more than 50.00% ofyour
principal amount at maturity and could lose allof your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If the notes have not beenredeemed early, we will make a Contingent Interest Payment with respect to a Review Date (and we will
pay you any previously unpaid Contingent Interest Payments for any prior Review Dates) onlyif the closing level of each Index on
that Review Date is greater than or equal to its Interest Barrier. If the closing level of any Index on that Review Date isless than its
Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. You will not receive any unpaid
Contingent Interest Paymentsif the closing level of any Index on each subsequent Review Date is lessthan the Interest Barrier.
PS-6| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
Accordingly, if theclosing level of any Index on each Review Date is less than its Interest Barrier, you will not receive anyinterest
payments over the termof the notes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were todefault on our payment
obligations, you may not receive any amounts owed toyou 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 the collection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. tomake payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guaranteeby JPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciationof any Index, which may be significant. You will not participate in any appreciationof any Index.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthe notes are not linked to abasket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by any of the Indices over the term of the notes may negatively affect whether you will receive
a Contingent Interest Payment on any Interest Payment Date andyour payment at maturityand will not be offset or mitigated by
positive performance byany other Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE -
If the Final Value of any Index is less than its Trigger Value and the noteshave not beenredeemed early, the benefit provided by
the Trigger Value will terminate and you will befully exposed to any depreciation of the Least Performing Index.
•THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeemyour notes early, the term of thenotesmaybe reduced to as short as approximatelysix months and you will
not receive any Contingent Interest Payments after the applicable Interest Payment Date. Thereis no guarantee that you would be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar levelof risk. Even in cases wherewe elect to redeem your notes beforematurity, you are not entitled to any fees and
commissions described on the front cover of this pricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE 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 INTEREST BARRIER OR TRIGGER VALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not be listedonanysecurities exchange.Accordingly, the price at which you 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 be able and willing to holdyour notes to maturity.
PS-7| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as aninvestor in thenotes. It ispossible that hedging or trading
activities of ours or our affiliates inconnection with the notes could result insubstantial returns for us or our affiliates while the
value of the notes declines. Please refer to"Risk Factors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issueprice of the
notes exceedsthe estimated value of the notes becausecosts associatedwith selling, structuring and hedging the notesare
included in the original issue price of the notes. These costsinclude the selling commissions,the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligationsunder the notes andthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Value of 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 used in the determination of the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedby JPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, amongother things, our and our affiliates' view of the funding value of the notes aswell as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The useof an
internal funding rate and anypotentialchanges 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 thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in theoriginal issue price of the notes will be partially paid back toyou in
connection with any repurchases of your notesbyJPMS inan amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notes during thisinitial period maybe lower than the value of the notesaspublished by
JPMS (and which may be shown on your customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices of thenotes will likely belower than the original issue price of the notes because, amongother
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 estimatedhedging
costs that are included in theoriginal issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the original issueprice. Any sale 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 duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, aside from theselling commissions,projected hedging profits, if any, estimated hedging
costs and the levelsof the Indices.Additionally, independent pricingvendors and/or thirdparty broker-dealers may publish a price
for the notes, which mayalso 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 secondarymarket. See "Risk Factors-
PS-8| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
Risks Relating to the Estimated Value and SecondaryMarket Prices of theNotes- Secondarymarket prices of the notes will be
impacted by many economic and market factors" in theaccompanying product supplement.
Risks Relating tothe Indices
•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 takinganycorporate action that might affect
the level of the 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 ontheir stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
Some of the equity securities included in the Nasdaq-100 Index® have been issued by non-U.S. companies. Investments in
securitieslinked to the value of such non-U.S. equitysecurities involve risks associated with thehome countries of the issuersof
those non-U.S. equity securities.
PS-9| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
The Indices
The S&P 500®Index consistsof stocks of 500 companies selected 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.
The Russell 2000® Indexconsistsof the middle 2,000 companies included in the Russell 3000E™ Index and, asa result of theindex
calculation methodology, consistsof the smallest 2,000companies included inthe Russell 3000® Index. The Russell 2000® Index is
designed to track the performanceof the small capitalization segment of the U.S. equitymarket.For additional information about the
Russell 2000®Index, see "Equity Index Descriptions -TheRussell Indices" in the accompanying underlyingsupplement.
The Nasdaq-100 Index®isa modifiedmarket capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additional information about the Nasdaq-100 Index®, see "Equity Index
Descriptions - The Nasdaq-100 Index®" inthe accompanying underlying supplement.
Historical Information
The following graphsset forth the historical performance of each Index based onthe weekly historicalclosing levels fromJanuary 4,
2019 through October 25, 2024.The closing level of the S&P 500®Index on October 29, 2024 was 5,832.92. Theclosing levelof the
Russell 2000®Indexon October 29, 2024 was2,238.089. The closinglevelof the Nasdaq-100 Index® on October 29, 2024 was
20,550.65. Weobtained the closing levelsabove and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
Thehistorical closing levels of each Indexshouldnot be taken asan indication of future performance, and noassurance can be given
as to the closing level of any Indexon any Review Date.There can be noassurance that the performance of the Indiceswill result in
the return of any of your principal amount or thepayment of anyinterest.
PS-10| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 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. In determiningour reporting responsibilities we intend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts withassociated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled"Material U.S. Federal Income Tax Consequences-Tax Consequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons"in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment,but that there are other
reasonable treatments that the IRS or acourt may adopt, in which case the timing and character of anyincome or loss on thenotes
could be materially affected. In addition, in 2007 Treasuryand the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in these instrumentsto accrue income over the term of their investment. It also asks for commentsona number of related
topics, includingthe character of income or loss with respect to theseinstruments and the relevance of factors such as the nature of the
underlying property to which the instruments are linked. While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidancepromulgated after consideration of theseissues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. The discussions above andin the accompanying
product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under Section 451(b) of the
Code. You shouldconsult your taxadviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and theissues presented bythe noticedescribed above.
PS-11| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
Non-U.S. Holders-Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent,intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an
applicableincome tax treatyunder an "other income" or similar provision. We willnot be required topay any additional amounts with
respect to amounts withheld. In order to claiman exemption from, or a reduction in, the 30% withholdingtax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and iseligible for such an exemptionor
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consultyour tax adviser regarding thetax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and thecertification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgatedthereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid 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 the applicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scope of Section871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, our special taxcounselis of the
opinion that Section871(m) shouldnot 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 toan Underlying Security. You shouldconsult your tax
adviser regarding the potential application of Section 871(m) to thenotes.
In the event of any withholding on the notes, we will not be required to payany additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of this pricing supplement isequal to the sum of the values of the following
hypothetical components: (1) a fixed-incomedebt component withthe same maturityas the notes, valuedusing 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 wouldbe willing to buy your notes in any secondarymarket (if anyexists) at
any time. The internal funding rate used in thedetermination of the estimated value of thenotes may differ from the market-implied
funding rate for vanilla fixed income instruments of asimilarmaturityissued 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 comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which mayprove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for thenotes. The use of an internal
funding rate and anypotentialchanges to that ratemay have an adverse effect on the terms of the notes and anysecondary market
prices of the notes. For additionalinformation, see "Selected Risk Considerations- Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes- The Estimated Value of the NotesIs Derived byReference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivativeor derivatives underlying the economic terms of the notes is derived from internal pricingmodelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivativeinstrumentsand on
various 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, theestimated value of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of thenotes doesnot represent future values of the notes and may differ from others'estimates. Different pricing
modelsandassumptionscould provide valuations forthe notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the future may change, and any assumptionsmay prove to be incorrect.On
future dates, thevalue of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willingto buy notes fromyou in secondarymarket transactions.
The estimated value of thenotes is lowerthan the original issue price of the notes becausecosts associated with selling,structuring
and hedging the notes are included in the originalissue price of the notes.These costs include 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 theestimatedcost of hedging our obligations under the notes.Because hedging our
PS-12| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
obligations entails riskand may be influenced by market forces beyond our control, thishedging may result in a profit that is more or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be
allowed to other affiliatedor unaffiliated dealers, and weor one or more of our affiliates will retain any remaining hedging profits.See
"Selected Risk Considerations-Risks Relating to the Estimated Value and Secondary Market Prices of the Notes-The Estimated
Value of the Notes Is Lower Than the Original 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 beimpacted 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 willbe partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period.These costs canincludeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predeterminedtime period is intended to be the shorter of sixmonths and one-half of the
stated term of the notes.The lengthof anysuch initialperiod reflects the structure of the notes, whether our affiliates expect toearn a
profit inconnection withour hedging activities, theestimated costs of hedging the notesand when these costs are incurred, as
determined byour affiliates.See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes - The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Thanthe Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes.See "How the Notes Work" and "Hypothetical Payout Examples" in this pricingsupplementfor an illustration of therisk-return
profile of thenotes and "The Indices" in this pricing supplement for a description of the market exposure provided by thenotes.
The original issueprice of thenotes is equal to the estimated value of the notesplus the sellingcommissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under 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 and JPMorgan Chase & Co., whenthe
notes offered by 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 globalnote that represents such notes(the "master note"), and such notes have beendelivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the relatedguarantee will constitutea
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof goodfaith, fair dealingand thelack ofbad faith),providedthat such counsel
expressesno opinionas to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressedaboveor (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.'sobligation under the related guarantee.
Thisopinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion issubject tocustomary assumptions about the
trustee's authorization, execution and deliveryof the indenture and its authentication of themaster note and the validity, 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. on February 24,
2023.
Additional Terms Specific to the Notes
You should read thispricing supplement together with theaccompanyingprospectus, as supplementedbythe accompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part, the accompanyingprospectus
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 carefullyconsider, among other things, the matters set forth in the "RiskFactors"sectionsof the accompanying
prospectussupplement and the accompanying product supplementand in Annex A to the accompanying prospectusaddendum, as the
PS-13| Structured Investments
Callable ContingentInterestNotes Linked to the LeastPerforming of the
S&P 500® Index,the Russell 2000® Indexand theNasdaq-100 Index®
notes involve risksnot associated with conventional debt securities.We urgeyou to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevantdateon 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 CentralIndex 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.