JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 12:32
Primary Offering Prospectus - Form 424B2
October 30, 2024 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and
prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
$2,970,000
Contingent Interest Notes Linked to the Lesser Performing of
the S&P 500® Index and the Russell 2000® Index due
November 2, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each ReviewDate for
which the closing level of each of the S&P 500® Indexand the Russell 2000® Index, which we refer to as the Indices, is
greater than or equal to 65.00% of its Initial Value, which we refer to as an Interest Barrier.
●Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest
Payment may be made with respect to some or all ReviewDates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fullyand unconditionallyguaranteed byJPMorgan Chase & Co.Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
●Payments on the notes are not linked to a basket composed of the Indices.Payments on the notes are linked to the
performance of each of the Indicesindividually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes priced on October 30, 2024 and are expected to settle on or about November 4, 2024.
●CUSIP: 48135U6V7
Investing in the notes involves a number of risks.See "Risk Factors" beginning on pageS-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of the notesor passed upon the accuracyor the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement, prospectus and prospectus addendum.Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)(3)
Proceeds to Issuer
Per note
$1,000
-
$1,000
Total
$2,970,000
-
$2,970,000
(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to publicof the
notes.
(2) All sales of the noteswill be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an
investment adviser. These broker-dealers will forgo any commissions related to these sales. See "Plan of Distribution (Conflicts of
Interest)" in the accompanying product supplement.
(3) J.P. Morgan Securities LLC, which we refer to as JPMS, will pay a structuring fee of $8.00 per $1,000 principal amount note with
respect to $2,625,000 aggregate principal amount of notes to other affiliated or unaffiliated dealers.These dealers will forgo any
structuring fee with respect to the remaining notes.
The estimated value of the notes, when the terms of the notes wereset, was $980.40 per $1,000 principal amount note.
See "The Estimated Value of the Notes" in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
whollyowned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices:The S&P 500® Index(Bloomberg ticker: SPX) and the
Russell 2000®Index (Bloomberg ticker: RTY)
Contingent InterestPayments:If the closing level of each
Index on any Review Date is greater than or equal to its Interest
Barrier, you will receive on the applicable Interest Payment
Date for each $1,000 principal amount note a Contingent
Interest Payment equal to $17.625 (equivalent to a Contingent
Interest Rate of 7.05% per annum, payable at a rate of 1.7625%
per quarter).
If the closing level of either Index on any Review Date is less
than its Interest Barrier, no Contingent Interest Payment will be
made with respect to that Review Date.
Contingent InterestRate: 7.05% per annum, payable at a rate
of 1.7625% per quarter
Interest Barrier / Trigger Value:With respect to each Index,
65.00% of its Initial Value, which is 3,778.8855 for the S&P
500® Index and 1,451.4734 for the Russell2000® Index
Pricing Date: October 30, 2024
Original Issue Date (Settlement Date): On or about November
4, 2024
Review Dates*:January30, 2025, April 30, 2025, July30,
2025, October 30, 2025, January 30, 2026, April 30, 2026, July
30, 2026, October 30, 2026, February1, 2027, April 30, 2027,
July30, 2027, November 1, 2027, January 31, 2028, May 1,
2028, July31, 2028 and October 30, 2028 (final ReviewDate)
Interest Payment Dates*: February 4, 2025, May 5, 2025,
August 4, 2025, November 4, 2025, February 4, 2026, May5,
2026, August 4, 2026, November 4, 2026, February 4, 2027,
May 5, 2027, August 4, 2027, November 4, 2027, February3,
2028, May 4, 2028, August 3, 2028 and the Maturity Date
Maturity Date*:November 2, 2028
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes -
Postponement of a Determination Date-Notes Linked to
Multiple Underlyings" and "General Terms of Notes -
Postponement of a Payment Date"in the accompanying
product supplement
Payment at Maturity:
If the Final Value of each Index is greater than or equal to its
Trigger Value, you will receive a cash payment at maturity, for
each $1,000 principal amount note, equal to (a) $1,000 plus(b)
the Contingent Interest Payment applicable to the final Review
Date.
If the Final Value of either Index is less than its Trigger Value,
your payment at maturity per $1,000 principal amount notewill
be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Index Return)
If the Final Value of either Index is less than its Trigger Value,
you will lose more than 35.00% of your principalamount at
maturity and could lose all of your principal amount at maturity.
Lesser Performing Index: The Index with the Lesser
Performing Index Return
Lesser Performing Index Return: The lower of the Index
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of
that Index on thePricing Date, which was 5,813.67 for the S&P
500® Index and 2,233.036 for the Russell 2000® Index
Final Value: With respect to each Index, the closing levelof
that Index on thefinal Review Date
PS-2 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
Supplemental Terms of the Notes
Any values of the Indices, and any values derived therefrom, included in this pricing supplement may becorrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effectivewithout consent of the holders of
the notes or any other party.
How the Notes Work
Payments in Connection with Review Dates Preceding the Final Review Date
Payment at Maturity
The closing level ofeach Index isgreater than
or equal to itsInterestBarrier.
The closing level ofeither Index isless thanits
Interest Barrier.
ReviewDates Preceding the Final ReviewDate
Compare the closing level of each Index to its InterestBarrier on each Review Date.
You will receive a Contingent InterestPayment on the
applicable InterestPayment Date
Proceed to the next ReviewDate.
No Contingent Interest Payment will be made with respectto
the applicable ReviewDate.
Proceed to the next ReviewDate.
You will receive (a) $1,000 plus (b)
the Contingent Interest Payment
applicable to the final ReviewDate.
Final ReviewDatePayment at Maturity
The Final Value of each Indexis greater than or equal to its Trigger Value.
You will receive:
$1,000 + ($1,000 ×Lesser
Performing Index Return)
Under these circumstances,you will
lose some or all of your principal
amount at maturity.
The Final Value of either Indexis less than its Trigger Value.
PS-3 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
Total Contingent Interest Payments
The table belowillustrates the hypotheticaltotal Contingent Interest Payments per $1,000 principal amount note over the term of the
notesbased on the Contingent Interest Rate of 7.05% per annum, depending on how many Contingent Interest Payments are made
prior to maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
16
$282.000
15
$264.375
14
$246.750
13
$229.125
12
$211.500
11
$193.875
10
$176.250
9
$158.625
8
$141.000
7
$123.375
6
$105.750
5
$88.125
4
$70.500
3
$52.875
2
$35.250
1
$17.625
0
$0.000
Hypothetical Payout Examples
The following examples illustrate payments on thenotes linked to two hypothetical Indices, assuming a range of performances for the
hypothetical Lesser Performing Index on the ReviewDates.Each hypothetical payment set forth below assumes that the closing
level of the Index that is not the Lesser Performing Index on each Review Date is greater than or equal to its Initial Value (and
therefore its Interest Barrier and Buffer Threshold).
In addition, the hypothetical payments set forth belowassume the following:
●an Initial Value for the Lesser Performing Indexof 100.00;
●an Interest Barrier and a Trigger Value for the Lesser Performing Index of 65.00(equal to 65.00%of its hypothetical Initial Value);
and
●a Contingent Interest Rate of 7.05% per annum.
The hypothetical Initial Value of the Lesser Performing Index of 100.00 has been chosen for illustrative purposes only and does not
represent the actual Initial Value of either Index.The actual Initial Value of each Index is the closing level of that Index on the Pricing
Date and is specified under "Key Terms -Initial Value" inthis pricing supplement.For historical data regarding the actual closing
levels of each Index, please see the historical information set forth under "The Indices"in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes onlyand may not be the actual paymentapplicable to a purchaser
of the notes.The numbers appearing in the following examples have been rounded for ease of analysis.
PS-4 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
Example 1 -The Final Valueof the Lesser Performing Index is greater than or equal to its Trigger Value.
Date
Closing Level of Lesser
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
95.00
$17.625
Second ReviewDate
85.00
$17.625
Third through Fifteenth
ReviewDates
Less than Interest Barrier
$0
Final ReviewDate
90.00
$1,017.625
Total Payment
$1,052.875 (5.2875% return)
Because the Final Value of the Lesser Performing Index is greater than or equal to its Trigger Value, the payment at maturity, for each
$1,000 principal amount note, will be $1,017.625 (or $1,000 plus the Contingent Interest Payment applicable to the final Review Date).
When added to the Contingent Interest Payments receivedwith respect to the prior ReviewDates, the total amount paid, for each
$1,000 principal amount note, is $1,052.875.
Example 2 -The Final Valueof the Lesser Performing Index is less than its Trigger Value.
Date
Closing Level of Lesser
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
40.00
$0
Second ReviewDate
45.00
$0
Third through Fifteenth
ReviewDates
Less than Interest Barrier
$0
Final ReviewDate
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the Final Value of the Lesser Performing Index is less than its TriggerValue and the Lesser Performing Index Return is
-60.00%, the payment at maturitywill be $400.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above applyonly if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market.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 involves significant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN ALOSS -
The notes do not guarantee any return of principal. If the Final Value of either Index is less than its Trigger Value, you will lose 1%
of the principal amount of your notes for every 1% that the Final Value of the Lesser Performing Index is less than its InitialValue.
Accordingly, under these circumstances, you will lose more than 35.00% of your principal amount at maturityand could lose all of
your principal amount at maturity.
●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
We will make a Contingent Interest Payment with respect to a Review Date only if the closing level of each Index on thatReview
Date is greater than or equal to its Interest Barrier. If the closing level of either Index on that Review Date is less than its Interest
Barrier, no Contingent Interest Payment will be made with respect to that Review Date. Accordingly, if the closing level of either
Indexon each ReviewDate is less than its Interest Barrier, you will not receive anyinterest payments over the term of the notes.
●CREDIT RISKS OF JPMORGAN FINANCIALAND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Anyactual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could lose your entire investment.
PS-5 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
●ASAFINANCE 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 securitiesand the collection of intercompany obligations. Aside from the initial capitalcontribution from JPMorgan Chase &
Co., substantiallyall of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans madebyus to
JPMorgan Chase & Co. or under other intercompanyagreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co.we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due.If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with 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 anyappreciation of either Index, which may be significant. You will not participate in any appreciation of either Index.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THELEVEL OF EACH INDEX -
Payments on the notes are not linked to a basket composed of the Indicesand are contingent upon theperformance of each
individual Index. Poor performance by either of the Indices over the term of the notes maynegativelyaffect whether youwill
receive a Contingent Interest Payment on any Interest Payment Date andyour payment at maturity and will not be offset or
mitigated bypositive performance by the other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If the Final Value of either Index is less than its Trigger Value, the benefit provided by the Trigger Value will terminate and youwill
be fully exposed to anydepreciationof the Lesser Performing Index.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER 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 INDEXIS VOLATILE.
●LACK OF LIQUIDITY -
The noteswill not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You maynot be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
●POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentiallyadverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes
●THE ESTIMATED VALUE OF THE NOTES ISLOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of the notes is only anestimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with structuring and hedging the notes are included in
the original issue price of the notes. These costs include the structuring fee, the projected profits, if any, that our affiliates expect to
realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations
under the notes. See "The Estimated Value of the Notes" in this pricing supplement.
PS-6 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
●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 maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' viewof the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is basedon certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See"The Estimated Value of the Notes" in this pricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generally expect that some of the costs included in the original issue price of the notes will be 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.
See "Secondary Market Prices of the Notes"in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which maybe shown on your customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THANTHE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondary market prices (a) exclude the structuring fee and (b) may exclude projected hedging profits, if any, and
estimated hedging costs that are included in the original 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 secondary market transactions, if at all, is likely to be lower than the original issue price.
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 secondary market price of the notes during their term will be impacted bya number of economic and market factors, which
may either offset or magnify each other, aside from the structuring fee, projected hedging profits, if any, estimated hedging costs
and the levels of the Indices. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for
the notes, which mayalso be reflected on customer account statements. This price maybe different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchaseyour notes in the secondary market. See "Risk Factors -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes -Secondary market prices of the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the 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 taking any corporate 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.Small capitalization companies are less likely to paydividends on their stocks, and the presence of a
dividend payment could be afactor that limits downward stock price pressure under adverse market conditions.
PS-7 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
The Indices
The S&P 500® Index consists of stocks of 500 companies selected to provide a performance 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®Index consists of the middle 2,000 companies included in the Russell 3000E™ Index and, as a result of the index
calculation methodology, consists of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000® Index is
designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information about the
Russell 2000®Index, see "Equity Index Descriptions - The Russell Indices"in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels from January4,
2019 through October 25, 2024.The closing level of the S&P 500® Indexon October 30, 2024was 5,813.67.The closing level of the
Russell 2000®Index on October 30, 2024 was 2,233.036.We obtained the closing levels above and below from the Bloomberg
Professional® service ("Bloomberg"), without independent verification.
The historical closing levels of each Index should not be taken as an indication of future performance, and no assurance can be given
as to the closing level of eitherIndex on anyReviewDate.There can be no assurance that the performance of theIndices will result in
the return of any of your principal amount or the payment of any interest.
PS-8 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®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 determining our reporting responsibilities,we intend to treat (i) the notes for U.S. federal income tax purposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinaryincome, as
described in the section entitled "Material U.S. Federal Income Tax Consequences -Tax Consequences to U.S. Holders -Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons"in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or a court may adopt, inwhich case the timing and character of any income or loss on the notes
could be materially affected. In addition, in 2007 Treasuryand the IRS released a notice requesting comments on the U.S. federal
income tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments and the relevance of factors such as the nature of the
underlying property to which the instruments are linked. While the notice requests comments on appropriate transitionrules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the
tax consequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying
product supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the
Code. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders - Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholdingtax (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
applicable income tax treaty under an "other income" or similar provision. We will not be required to pay anyadditional amounts with
respect to amounts withheld.In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must complywith certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of anywithholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section871(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 instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
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 dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax counsel is 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 its application maydepend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required to pay anyadditional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturityas the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes.The estimated value of the
notesdoes not represent a minimum price at which JPMS would be willing to buyyour notes in any secondary market (if any exists) at
any time.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 maturity issued by JPMorgan Chase & Co. or its affiliates. Anydifference
may be based on, among other things, ourand our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is basedon certain market inputs and assumptions, which mayprove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of aninternal
funding rate and any potential changes to that rate may 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
PS-9 | Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived byReference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates.These models are dependent on inputs such as the traded market prices of comparable derivative instruments and 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 futuremarket events and/or environments.Accordingly, the estimated value of the notes is
determined when the terms of the notes are set basedonmarket conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and maydiffer from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.On
future dates, the value of the notes could 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
which JPMS would be willing to buynotes from you in secondary market transactions.
The estimated value of the notes islower than the original issue price of the notes because costs associated with structuring and
hedging the notes are included in the original issue price of the notes. These costs include the structuring fee paid to other affiliated or
unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our
obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations entails
risk and may be influenced by market forces beyond our control, this hedging 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 maybe allowed to other
affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See "Selected Risk
Considerations- Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes - The Estimated Value of the
Notes IsLower Than the Original Issue Price (Price to Public) of the Notes" in this pricingsupplement.
SecondaryMarket 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 - Secondarymarket prices of the notes will be impacted by many
economic and market factors"in the accompanying product supplement.In addition, we generallyexpect that some of the costs
included in the original issue price of the notes will be 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 can include projected hedging profits, if
any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt
issuances.This initialpredetermined time period is intended to be the shorter of six months and one-half of the stated term of the
notes.The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection
with our hedging activities, the estimated costs of hedging the notes and 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 and market exposure provided by the
notes.See "How the Notes Work"and "Hypothetical Payout Examples"in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Indices"in this pricing supplement for a description of the market exposure providedbythe notes.
The original issue price of the notes is equal to the estimated value of the notes plus the structuring fee paid to 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 the notes, plus the estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an
investment adviser.These broker-dealers will forgo any commissions related to these sales.See "Plan of Distribution (Conflicts of
Interest)" in the accompanying product supplement.
JPMS will paya structuring fee of $8.00 per $1,000 principal amount note with respect to $2,625,000 aggregate principal amount of
notes to other affiliated or unaffiliated dealers.These dealers will forgo any structuring fee with respect to the remaining notes.
PS-10| Structured Investments
Contingent InterestNotes Linked to the Lesser Performing of the S&P 500®
Index and the Russell 2000®Index
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notesoffered by this pricing supplement have been issued 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 such notes (the "master note"), and suchnotes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
validand binding obligation of JPMorgan Chase & Co., enforceable in accordancewith 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, concepts of good faith, fairdealing and the lack of bad faith), provided that such counsel
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable lawon the
conclusions expressed above or (ii) anyprovision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable lawby limiting the amount of JPMorgan Chase & Co.'s obligation under the related guarantee.
This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General CorporationLaw of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature
and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented by 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 notes and supersedes all
other prior or contemporaneous oral statements as well as anyother written materials including preliminaryor indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You should carefully consider, amongother things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectus supplement and the accompanying product supplementand in Annex A to the accompanying prospectus addendum, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers beforeyou 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 relevant date on the SEC website):
●Product supplement no. 4-I dated April13, 2023:
●Underlying supplement no. 1-I dated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum dated June 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase& Co.'s CIK is 19617.As used in this pricing
supplement, "we,""us"and "our" refer to JPMorgan Financial.