JPMorgan Chase Financial Company LLC |
January 2025 |
Pricing Supplement
Registration Statement Nos. 333-270004
and 333-270004-01
Dated January 8, 2025
Filed pursuant to Rule 424(b)(2)
Structured Investments
Opportunities in International Equities
PLUS Based on the Performance of a Basket of Two Indices
due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Fully and Unconditionally Guaranteed by
JPMorgan Chase & Co.
The PLUS will pay no interest and do not guarantee any return of your
principal at maturity. At maturity, if the basket has appreciated in value, investors will receive the stated principal amount of their
investment plus leveraged upside performance of the basket. However, if the basket has declined in value, at maturity investors
will lose 1% for every 1% decline. The PLUS are for investors who seek exposure to an unequally weighted basket of the two indices specified
below and who are willing to risk their principal and forgo current income in exchange for the leverage feature. The PLUS are unsecured
and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which
is fully and unconditionally guaranteed by JPMorgan Chase & Co., issued as part of JPMorgan Financial’s Medium-Term
Notes, Series A, program. Any payment on the PLUS is subject to the credit risk of JPMorgan Financial, as issuer of the PLUS, and the
credit risk of JPMorgan Chase & Co., as guarantor of the PLUS. The investor may lose some or all of the stated principal
amount of the PLUS.
FINAL TERMS |
Issuer: |
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
Guarantor: |
JPMorgan Chase & Co. |
Basket: |
Underlying indices |
Bloomberg ticker symbol |
Basket weighting |
|
EURO STOXX 50® Index (the “SX5E Index”) |
SX5E Index |
65.00% |
|
TOPIX® Index (the “TPX Index”) |
TPX Index |
35.00% |
We refer to the SX5E Index and the TPX Index as the underlying indices. Because the SX5E Index makes up 65.00% of the basket, we expect that generally the market value of your PLUS and your payment at maturity will depend significantly on the performance of the SX5E Index. |
Aggregate principal amount: |
$6,000,000 |
Payment at maturity: |
If the final basket value is greater than the initial basket value, for each $1,000 stated principal amount PLUS, |
|
$1,000 + leveraged upside payment |
|
If the final basket value is less than or equal to the initial basket value, for each $1,000 stated principal amount PLUS, |
|
$1,000 × basket performance factor |
|
This amount will be less than or equal to the stated principal amount of $1,000 per PLUS. |
Leveraged upside payment: |
$1,000 × leverage factor × basket percent increase |
Basket percent increase: |
(final basket value – initial basket value) / initial basket value |
Initial basket value: |
Set equal to 100 on the pricing date |
Final basket value: |
The basket closing value on the valuation date |
Leverage factor: |
252.75% |
Basket performance factor: |
final basket value / initial basket value |
Stated principal amount: |
$1,000 per PLUS |
Issue price: |
$1,000 per PLUS (see “Commissions and issue price” below) |
Pricing date: |
January 8, 2025 |
Original issue date (settlement date): |
January 13, 2025 |
Valuation date*: |
January 9, 2029 |
Maturity date*: |
January 12, 2029 |
CUSIP / ISIN: |
48135W6Z4 / US48135W6Z48 |
Listing: |
The PLUS will not be listed on any securities exchange. |
Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
|
Terms continued on the following page |
Commissions and issue price: |
Price to public(1) |
Fees and commissions |
Proceeds to issuer |
Per PLUS |
$1,000.00 |
$20.00(2) |
$976.00 |
|
|
$4.00(3) |
|
Total |
$6,000,000.00 |
$144,000.00 |
$5,856,000.00 |
| (1) | See “Additional Information about the PLUS — Supplemental use of proceeds and hedging” in this document for information
about the components of the price to public of the PLUS. |
| (2) | JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of $20.00 per $1,000 stated principal amount
PLUS it receives from us to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”). See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement. |
| (3) | Reflects a structuring fee payable to Morgan Stanley Wealth
Management by the agent or its affiliates of $4.00 for each $1,000 stated principal amount PLUS |
* 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 or early acceleration in the event of a change-in-law event as described under “General Terms of Notes — Consequences
of a Change-in-Law Event” in the accompanying product supplement and “Risk Factors— Risks Relating to the PLUS Generally
— We may accelerate your PLUS in our sole discretion and the calculation agent may adjust their final payment in good faith and
in a commercially reasonable manner if a change-in-law event occurs” in this document
The estimated value of the PLUS on the pricing
date was $965.20 per $1,000 stated principal amount PLUS. See “Additional Information about the PLUS — The estimated value
of the PLUS” in this document for additional information.
Investing in the PLUS involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk
Factors” beginning on page PS-11 of the accompanying product supplement and “Risk Factors” beginning on page 8 of this
document.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the PLUS or passed upon the accuracy or the adequacy of this document
or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation
to the contrary is a criminal offense.
The PLUS 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.
You should
read this document together with the related product supplement, underlying supplement, prospectus
supplement, prospectus and prospectus addendum, each of which can be accessed via the hyperlinks below. Please also see “Additional
Information about the PLUS” at the end of this document.
Product supplement no. 4-I dated April 13, 2023: http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
Prospectus supplement and prospectus, each dated April
13, 2023: http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
Prospectus addendum dated June 3, 2024: http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Terms continued from previous page: |
Basket closing value: |
The basket closing value on the valuation date will be calculated
as follows:
100 × [1 + sum of (index return of each underlying index ×
basket weighting of that underlying index)] |
Index return: |
With respect to each underlying index:
(final index value – initial index value)
initial index value |
Initial index value: |
With respect to each underlying index, the closing level of that underlying index on the pricing date, which was 4,996.39 for the EURO STOXX 50® Index and 2,770.00 for the TOPIX® Index |
Final index value: |
With respect to each underlying index, the closing level of that underlying index on the valuation date |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary
Performance Leveraged Upside Securities
Principal at Risk Securities
The PLUS Based on the Performance of a Basket of Two Indices due
January 12, 2029 (the “PLUS”) can be used:
| § | As an alternative to direct exposure to the underlying indices that enhances returns for any positive performance of the basket. |
| § | To potentially achieve similar levels of upside exposure to the basket as a direct investment, while using fewer dollars by taking
advantage of the leverage factor. |
The PLUS are exposed on a 1:1 basis to the negative
performance of the basket.
Maturity: |
Approximately 4 years |
Leverage factor: |
252.75% |
Minimum payment at maturity: |
None. Investors may lose their entire initial investment in the PLUS. |
Basket weightings: |
65.00% for the SX5E Index and 35.00% for the TPX Index |
Supplemental Terms of the PLUS
For purposes of the accompanying product supplement, each underlying
index is an “Index.”
Any values of the underlying indices, and any values derived therefrom,
included in this document may be corrected, in the event of manifest error or inconsistency, by amendment of this document and the corresponding
terms of the PLUS. Notwithstanding anything to the contrary in the indenture governing the PLUS, that amendment will become effective
without consent of the holders of the PLUS or any other party.
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Key Investment Rationale
PLUS offer leveraged exposure to an underlying asset, which may
be equities, commodities and/or currencies, without any protection against negative performance of the underlying asset. If the underlying
asset has decreased in value, investors are fully exposed to the negative performance of the underlying asset. At maturity, if the underlying
asset has appreciated, investors will receive the stated principal amount of their investment plus leveraged upside performance
of the underlying asset. At maturity, if the underlying asset has depreciated, the investor will lose 1% for every 1% decline. Investors
may lose some or all of the stated principal amount of the PLUS.
Leveraged Performance |
The PLUS offer investors an opportunity to capture enhanced returns for any positive performance relative to a direct investment in the basket. |
Upside Scenario |
The final basket value is greater than the initial basket value and, at maturity, the PLUS pay the stated principal amount of $1,000 plus a return equal to 252.75% of the basket percent increase. |
Par Scenario |
The final basket value is equal to the initial basket value and, at maturity, the PLUS pay the stated principal amount of $1,000 per PLUS. |
Downside Scenario |
The final basket value is less than the initial basket value and, at maturity, the PLUS pay an amount that is less than the stated principal amount. This decrease will be by an amount that is proportionate to the percentage decline of the final basket value from the initial basket value. (Example: if the basket decreases in value by 30%, the PLUS will pay an amount that is less than the stated principal amount by 30%, or $700.00 per PLUS.) |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
How the PLUS Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on the
PLUS based on the following terms:
Stated principal amount: |
$1,000 per PLUS |
Leverage factor: |
252.75% |
PLUS Payoff Diagram |
|
How it works
| § | Upside
Scenario. If the final basket value is greater than the initial basket value, for each $1,000 principal amount PLUS, investors
will receive the $1,000 stated principal amount plus a return equal to 252.75% of the appreciation of the basket over the term
of the PLUS. |
| § | For example, if the basket appreciates 5%, investors will receive a 12.6375% return, or $1,126.375 per PLUS. |
| § | Par
Scenario. If the final basket value is equal to the initial basket value, investors will receive the stated principal amount
of $1,000 per PLUS. |
| § | Downside Scenario. If the final basket value
is less than the initial basket value, investors will receive an amount that is less than the stated principal amount by an amount proportionate
to the percentage decrease of the final basket value from the initial basket value. |
| § | For example, if the basket depreciates 50%, investors will
lose 50% of their principal and receive only $500 per PLUS at maturity, or 50% of the stated principal amount. |
The hypothetical returns and hypothetical payments
on the PLUS shown above apply only if you hold the PLUS for their entire term. These hypotheticals do not reflect 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 likely be lower.
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Hypothetical Payouts on the PLUS at Maturity
Below are two examples of how to calculate the payment at maturity
based on the hypothetical values of the underlying indices in the respective tables below. The following hypothetical examples are provided
for illustrative purposes only. Actual results may vary. The hypothetical initial index value of each underlying index of 100.00 has been
chosen for illustrative purposes only and does not represent the actual initial index value of either underlying index. The actual initial
index value of each underlying index is the closing level of that underlying index on the pricing date and is specified under “Final
Terms — Initial index value” in this pricing supplement. For historical data regarding the actual closing levels of each underlying
index, please see the historical information set forth under “Basket Overview” in this pricing supplement.
Example 1: The final basket value is
greater than the initial basket value.
Underlying index |
Basket
weighting |
Hypothetical
initial index value |
Hypothetical
final index value |
Index return |
SX5E Index |
65.00% |
100.00 |
102.50 |
+2.50% |
TPX Index |
35.00% |
100.00 |
102.50 |
+2.50% |
Basket percent increase
= (final basket value – initial basket value) / initial basket value
Initial basket value = 100
Final basket level = 100
× [1 + sum of (index return of each underlying index × basket weighting of that underlying index)]
Using the hypothetical
values above, the sum of the index return of each underlying index times the basket weighting of that underlying index:
[(102.50 –100.00) / 100.00] × 65.00% = 1.625% |
[(102.50 –100.00) / 100.00] × 35.00% = 0.875% |
1.625% + 0.875% = 2.50% |
Final
basket value |
= |
100
× (1 + 2.50%), which equals 102.50 |
Basket
percent increase |
= |
(102.50
– 100) / 100, which equals 2.50% |
The payment at maturity per PLUS will equal $1,000 plus
the leveraged upside payment. The leveraged upside payment will equal (i) $1,000 times (ii) the leverage factor times (iii)
the basket percent increase, or:
$1,000 × 252.75% × 2.50% = $63.1875
The payment at maturity will equal $1,000 plus the leveraged
upside payment, or:
$1,000 + $63.1875 = $1,063.1875
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Example 2: The final basket value is
less than or equal to the initial basket value.
Underlying index |
Basket weighting |
Hypothetical
initial index value |
Hypothetical
final index value |
Index return |
SX5E Index |
65.00% |
100.00 |
50.00 |
-50.00% |
TPX Index |
35.00% |
100.00 |
105.00 |
+5.00% |
Basket performance factor
= final basket value / initial basket value
Initial basket value = 100
Final basket level = 100 ×
[1 + sum of (index return of each underlying index × basket weighting of that underlying index)]
Using the hypothetical
values above, the sum of the index return of each underlying index times the basket weighting of that underlying index:
[(50.00 – 100.00) / 100.00] × 65.00% = -32.50% |
[(105.00 – 100.00) / 100.00] × 35.00% = 1.75% |
-32.50% + 1.75% = -30.75% |
Final
basket value |
= |
100 × (1 + (-30.75%)), which equals 69.25 |
Basket
performance factor |
= |
69.25 / 100, which equals 69.25% |
In the above example, the final index value of the TPX Index (with
a weighting of 35.00% of the basket) is higher than its initial index value, but the final index value of the SX5E Index (with a weighting
of 65.00% of the basket) is lower than its initial index value. Accordingly, although the final index value of one of the underlying
indices (with a weighting of 35.00% of the basket) has increased in value over its initial index value, the final index value of the
other underlying index (with a weighting of 65.00% of the basket) has declined and, because it has declined significantly, its decline
more than offsets the increase in the other underlying index and, consequently, the basket performance factor is less than 100%.
Because the final basket value is less than or equal to the initial
basket value in this example, the payment at maturity per PLUS will equal $1,000 times the basket performance factor; or
$1,000 × 69.25% = $692.50
The payment at maturity per PLUS will be $692.50, which is less
than the stated principal amount by an amount that is proportionate to the percentage decline in the basket.
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Risk Factors
The following is a non-exhaustive list of certain key risk factors for
investors in the PLUS. For further discussion of these and other risks, you should read the sections entitled “Risk Factors”
of the accompanying prospectus supplement and the accompanying product supplement and Annex A to the accompanying prospectus addendum.
We urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the PLUS.
Risks Relating to the
PLUS Generally
| § | The PLUS do not pay interest or guarantee the return of any principal and
your investment in the PLUS may result in a loss. The terms of the PLUS differ from those of ordinary debt securities in that
the PLUS do not pay interest or guarantee the payment of any principal amount at maturity. If the final basket value is less than the
initial basket value, the payment at maturity will be an amount in cash that is less than the stated principal amount of each PLUS by
an amount proportionate to the decrease in the value of the basket and may be zero. |
| § | The PLUS are subject to the credit risks of JPMorgan Financial and JPMorgan
Chase & Co., and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit ratings or
credit spreads may adversely affect the market value of the PLUS. Investors are dependent on our and JPMorgan Chase & Co.’s
ability to pay all amounts due on the PLUS. Any actual or anticipated decline in our or JPMorgan Chase & Co.’s credit
ratings or increase in our or JPMorgan Chase & Co.’s credit spreads determined by the market for taking that credit
risk is likely to adversely affect the market value of the PLUS. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the PLUS and you could lose your entire investment. |
| § | As a finance subsidiary, JPMorgan Financial has no independent operations and has limited
assets. As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration
of our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase & Co.,
substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan Chase & Co.
to meet our obligations under the PLUS. We are not a key operating 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 PLUS as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make payments on
the PLUS, 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. |
| § | Correlation (or lack of correlation) of performances between the underlying
indices may reduce the performance of the basket, and changes in the values of the underlying indices may offset each other.
The PLUS are linked to an unequally weighted basket consisting of the underlying indices. Movements and performances of the underlying
indices may or may not be correlated with each other. At a time when the value of one underlying index increases, the value of the other
underlying index may not increase as much or may decline. Therefore, in calculating the final basket value, an increase in the value of
one underlying index may be moderated, or more than offset, by a lesser increase or decline in the value of the other underlying index.
High correlation of movements in the values of the underlying indices during periods of negative returns could have an adverse effect
on your return on your investment. There can be no assurance that the final basket value will be greater than the initial basket value. |
| § | The underlying indices are not
equally weighted. Because the underlying indices are not equally weighted, the same percentage change in either of the underlying
indices may have different effects on the basket closing value. For example, because the weighting for the SX5E Index is greater than
the weighting for the TPX Index, a 5% decrease in the value of the SX5E Index will have a greater effect on the basket closing value than
a 5% increase in the value of the TPX Index. Because the SX5E Index makes up 65.00% of the basket, we expect that generally the market
value of your PLUS and your payment at maturity will depend significantly on the performance of the SX5E Index. See “Hypothetical
Payouts on the PLUS at Maturity — Example 2” in this document. |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
| § | Secondary trading may be limited. The
PLUS will not be listed on a securities exchange. There may be little or no secondary market for the PLUS. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sell the PLUS easily.
JPMS may act as a market maker for the PLUS, but is not required to do so. Because we do not expect that other market makers will
participate significantly in the secondary market for the PLUS, the price at which you may be able to trade your PLUS is likely to depend
on the price, if any, at which JPMS is willing to
buy the PLUS. If at any time JPMS or another agent
does not act as a market maker, it is likely that there would be little or no secondary market for the PLUS. |
| § | We may accelerate your PLUS in our sole discretion and the calculation agent may adjust their
final payment in good faith and in a commercially reasonable manner if a change-in-law event occurs. Upon the announcement or occurrence
of legal or regulatory changes that the calculation agent determines are likely to interfere with your or our ability to transact in or
hold the PLUS or our ability to hedge or perform our obligations under the PLUS, we may, in our sole and absolute discretion, accelerate
the payment on your PLUS and pay you an amount determined in good faith and in a commercially reasonable manner by the calculation agent.
If the payment on your PLUS is accelerated, your investment may result in a loss and you may not be able to reinvest your money in a comparable
investment. Please see “General Terms of Notes — Consequences of a Change-in-Law Event” in the accompanying product
supplement for more information. |
| § | The tax consequences of an investment in the PLUS are uncertain. There is no direct legal authority as to the proper U.S. federal
income tax characterization of the PLUS, and we do not intend to request a ruling from the IRS. The IRS might not accept, and a court
might not uphold, the treatment of the PLUS described in “Additional Information about the PLUS ― Additional Provisions ―
Tax considerations” in this document and in “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement. If the IRS were successful in asserting an alternative treatment for the PLUS, the timing and character of any income or loss
on the PLUS could differ materially and adversely from our description herein. |
In addition, in 2007 Treasury and 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;
the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments
are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain
long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the PLUS, possibly with retroactive effect.
You should review carefully the section
entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement and consult your tax adviser
regarding the U.S. federal income tax consequences of an investment in the PLUS, including possible alternative treatments and the issues
presented by this notice.
Risks Relating to Conflicts
of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the PLUS and other affiliates
of the issuer may be different from those of investors. We
and our affiliates play a variety of roles in connection with the issuance of the PLUS, including acting as calculation agent and as an
agent of the offering of the PLUS, hedging our obligations under the PLUS and making the assumptions used to determine the pricing of
the PLUS and the estimated value of the PLUS, which we refer to as the estimated value of the PLUS. In performing these duties, our and
JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation agent and other affiliates
of ours are potentially adverse to your interests as an investor in the PLUS. The calculation agent will determine the final index values
and the final basket value and will calculate the amount of payment you will receive at maturity, if any. Determinations made by the calculation
agent, including with respect to the occurrence or non-occurrence of market disruption events, the selection of a successor to either
underlying index or |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
calculation of the final index value of either underlying
index in the event of a discontinuation or material change
in method of calculation of that underlying index, may affect the payment to you at maturity. In addition, our and JPMorgan Chase & Co.’s
business activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s economic
interests to be adverse to yours and could adversely affect any payment on the PLUS and the value of the PLUS. It is possible that hedging
or trading activities of ours or our affiliates in connection with the PLUS could result in substantial returns for us or our affiliates
while the value of the PLUS declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the
accompanying product supplement for additional information about these risks.
| § | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of the PLUS.
The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the PLUS
on or prior to the pricing date and prior to maturity could have adversely affected, and may continue to adversely affect, the values
of the underlying indices and, as a result, could decrease the amount an investor may receive on the PLUS at maturity, if any. Any of
these hedging or trading activities on or prior to the pricing date could potentially have affected the initial index value of
an underlying index and, therefore, could potentially increase the level that the final index value of an underlying index must reach
before you receive a payment at maturity that exceeds the issue price of the PLUS or so that you do not suffer a loss on your initial
investment in the PLUS. Additionally, these hedging
or trading activities during the term of the PLUS,
including on the valuation date, could adversely affect the final basket value and, accordingly, the payment to you at maturity, if any.
It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of
the PLUS declines. |
Risks Relating to the Estimated
Value and Secondary Market Prices of the PLUS
| § | The estimated value of the PLUS is lower than the original issue price
(price to public) of the PLUS. The estimated value of the PLUS is only an estimate determined by
reference to several factors. The original issue price of the PLUS exceeds the estimated value of the PLUS because costs associated with
selling, structuring and hedging the PLUS are included in the original issue price of the PLUS. These costs include the selling commissions,
the structuring fee, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the PLUS and the estimated cost of hedging our obligations under the PLUS. See “Additional Information about the PLUS —
The estimated value of the PLUS” in this document. |
| § | The estimated value of the PLUS does not represent future values of the
PLUS and may differ from others’ estimates. The estimated value of the PLUS is determined
by reference to internal pricing models of our affiliates. This estimated value of the PLUS is based on market conditions and other relevant
factors existing at the time of pricing and assumptions about market parameters, which can include volatility, dividend rates, interest
rates and other factors. Different pricing models and assumptions could provide valuations for the PLUS that are greater than or less
than the estimated value of the PLUS. 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 PLUS 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 buy the PLUS from you in secondary market transactions. See “Additional
Information about the PLUS — The estimated value of the PLUS” in this document. |
| § | The estimated value of the PLUS is derived by reference to an internal
funding rate. The internal funding rate used in the determination of the estimated value of the
PLUS may differ 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’ view of the funding value of the
PLUS as well as the higher issuance, operational and ongoing liability management costs of the PLUS in comparison to those costs for the
conventional fixed income instruments of 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
PLUS. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the PLUS and
any secondary market prices of the PLUS. See “Additional Information about the PLUS — The estimated value of the PLUS”
in this document. |
| § | The value of the PLUS as published by JPMS (and which may be reflected
on customer account statements) may be higher than the then-current estimated value of the PLUS for a limited time |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
period. We
generally expect that some of the costs included in the original issue price of the PLUS will be partially paid back to you in connection
with any repurchases of your PLUS by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can
include selling commissions, the structuring fee, projected hedging profits, if any, and, in some circumstances, estimated hedging costs
and our internal secondary market funding rates for structured debt issuances. See “Additional Information about the PLUS —
Secondary market prices of the PLUS” in this document for additional information relating to this initial period. Accordingly,
the estimated value of your PLUS during this initial period may be lower than the value of the PLUS as published by JPMS (and which may
be shown on your customer account statements).
| § | Secondary market prices of the PLUS will likely be lower than the original issue price of the PLUS.
Any secondary market prices of the
PLUS will likely be lower than the original issue price of the PLUS because, among other things, secondary market prices take into account
our internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling
commissions, the structuring fee, projected hedging profits, if any, and estimated hedging costs that are included in the original issue
price of the PLUS. As a result, the price, if any, at which JPMS will be willing to buy PLUS from you in secondary market transactions,
if at all, is likely to be lower than the original issue price. Any sale by you prior to the maturity date could result in a substantial
loss to you. See the immediately following risk factor for information about additional factors that will impact any secondary market
prices of the PLUS. |
The PLUS are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your PLUS to maturity. See “— Risks Relating to the
PLUS Generally — Secondary trading may be limited” above.
| § | Secondary market prices of the PLUS will be impacted by many economic and
market factors. The secondary market price of the PLUS during their term will be impacted by a number of economic and
market factors, which may either offset or magnify each other, aside from the selling commissions, structuring fee, projected hedging
profits, if any, estimated hedging costs and the closing levels of the underlying indices, including: |
| o | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
| o | customary bid-ask spreads for similarly sized trades; |
| o | our internal secondary market funding rates for structured debt issuances; |
| o | the actual and expected volatility of the underlying indices; |
| o | the time to maturity of the PLUS; |
| o | the dividend rates on the equity securities included in the underlying indices; |
| o | the actual and expected positive or negative correlation between the underlying indices, or the actual and expected absence of any
such correlation; |
| o | interest and yield rates in the market generally; |
| o | the exchange rates and the volatility of the exchange rates between the U.S. dollar and each of the currencies in which the equity
securities included in the underlying indices trade and the correlation among those rates and the levels of the underlying indices; and |
| o | a variety of other economic, financial, political, regulatory and judicial events. |
Additionally, independent pricing vendors
and/or third party broker-dealers may publish a price for the PLUS, which may also be reflected on customer account statements. This price
may be different (higher or lower) than the price of the PLUS, if any, at which JPMS may be willing to purchase your PLUS in the secondary
market.
Risks Relating to the Underlying
Indices
| § | Investing in the PLUS is not
equivalent to investing in the basket or the underlying indices. Investing in the PLUS is not equivalent to investing in the basket,
either underlying index or its component |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
stocks. Investors in the PLUS will not have voting rights or
rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute either underlying index.
§
Adjustments to either underlying index could adversely affect the value
of the PLUS. The underlying index publisher of either underlying index may discontinue or suspend
calculation or publication of that underlying index at any time. In these circumstances, the calculation agent will have the sole discretion
to substitute a successor index that is comparable to the discontinued underlying index and is not precluded from considering indices
that are calculated and published by the calculation agent or any of its affiliates.
| § | The PLUS are subject to risks associated with securities issued by non-U.S. companies. The equity securities included
in the underlying indices have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity
securities involve risks associated with the home countries and/or the securities markets in the home countries of the issuers of those
non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings
in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions
than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject
to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable
to U.S. reporting companies. |
| § | The PLUS are not directly exposed
to fluctuations in foreign exchange rates. The value of your PLUS will not be adjusted for exchange rate fluctuations between the
U.S. dollar and the currencies upon which the equity securities included in the underlying indices are based, although any currency fluctuations
could affect the performance of the underlying indices. Therefore, if the applicable currencies appreciate or depreciate relative to the
U.S. dollar over the term of the PLUS, you will not receive any additional payment or incur any reduction in any payment on the PLUS. |
| § | Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment in the PLUS.
Governmental legislative and regulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government,
could prohibit or otherwise restrict persons from holding the PLUS or the securities included in either underlying index, or engaging
in transactions in them, and any such action could adversely affect the value of the PLUS or either underlying index. These legislative
and regulatory actions could result in restrictions on the PLUS. You may lose a significant portion or all of your initial investment
in the PLUS if you are forced to divest the PLUS due to the government mandates, especially if such divestment must be made at a time
when the value of the PLUS has declined. |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Basket Overview
The basket is an unequally weighted basket composed of
two underlying indices.
Underlying Indices
The EURO STOXX 50®
Index. The EURO STOXX 50® Index consists of 50 component stocks of market sector leaders from within the Eurozone.
For additional information about the EURO STOXX 50® Index, see “Equity Index Descriptions ― The STOXX Benchmark
Indices” in the accompanying underlying supplement.
The TOPIX®
Index. The TOPIX® Index, also known as the Tokyo Stock Price Index, is a free float-adjusted market capitalization-weighted
index of common stocks listed on the Tokyo Stock Exchange, Inc. covering an extensive portion of the Japanese stock market. For additional
information about the TOPIX® Index, see “Equity Index Descriptions — The TOPIX® Index”
in the accompanying underlying supplement.
Underlying index information as of January 8, 2025 |
Underlying
Index |
Bloomberg
Ticker
Symbol |
Current
Value |
52 Weeks Ago |
52 Week
High |
52 Week
Low |
Basket
weighting |
The EURO STOXX 50® Index |
SX5E |
4,996.39 |
4,485.48 (on 1/8/2024) |
5,100.90 (on 5/15/2024) |
4,403.08 (on 1/17/2024) |
65.00% |
The TOPIX® Index |
TPX |
2,770.00 |
2,413.09 (on 1/9/2024) |
2,929.17 (on 7/11/2024) |
2,227.15 (on 8/5/2024) |
35.00% |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
The following graph is calculated
to show the performance of the basket during the period from January 6, 2020 through January 8, 2025, assuming the underlying indices
are weighted as set out above such that the initial basket value was 100 on January 6, 2020
and illustrates the effect of the offset and/or correlation between the underlying indices during that
period. The graph does not take into account the leverage factor on the PLUS, nor does it attempt to show your expected return on an investment
in the PLUS. You cannot predict the future performance of either underlying index or of the basket as a whole, or whether increases in
the value of either underlying index will be offset by decreases in the value of the other underlying index. The historical value performance
of the basket and the degree of correlation between the value trends of the underlying indices (or lack thereof) should not be taken as
an indication of its future performance.
Historical Basket Performance
January 6, 2020 through January
8, 2025 |
|
|
The following graphs set forth (1) the daily
closing levels of the SX5E Index for the period from January 2, 2020 through January 6, 2025 and (2) the daily closing levels of the TPX
Index for the period from January 6, 2020 through January 6, 2025. The related tables set forth the published high and low, as well as
end-of-quarter, closing levels for each respective underlying index for each quarter in the same period. We obtained the closing level
information above and the information in the tables and graphs from the Bloomberg Professional® service (“Bloomberg”),
without independent verification. The historical closing levels and historical performance of the underlying indices should not be taken
as an indication of future performance, and no assurance can be given as to the closing levels of the underlying indices and basket value
on the valuation date. There can be no assurance that the basket will appreciate over the term of the PLUS so that you do not suffer a
loss on your initial investment in the PLUS.
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Historical Performance of
the EURO STOXX 50® Index
January 2, 2020 through January
8, 2025 |
|
License Agreement. The EURO STOXX 50® Index and STOXX® are the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors (the “Licensors”), which are used under license. The securities based on the EURO STOXX 50® Index are in no way sponsored, endorsed, sold or promoted by STOXX Limited and its Licensors and neither Stoxx Limited nor any of its Licensors shall have any liability with respect thereto. See “Equity Index Descriptions — The STOXX Benchmark Indices — License Agreement” in the accompanying underlying supplement.
EURO STOXX 50® Index |
High |
Low |
Period End |
2020 |
|
|
|
First Quarter |
3,865.18 |
2,385.82 |
2,786.90 |
Second Quarter |
3,384.29 |
2,662.99 |
3,234.07 |
Third Quarter |
3,405.35 |
3,137.06 |
3,193.61 |
Fourth Quarter |
3,581.37 |
2,958.21 |
3,552.64 |
2021 |
|
|
|
First Quarter |
3,926.20 |
3,481.44 |
3,919.21 |
Second Quarter |
4,158.14 |
3,924.80 |
4,064.30 |
Third Quarter |
4,246.13 |
3,928.53 |
4,048.08 |
Fourth Quarter |
4,401.49 |
3,996.41 |
4,298.41 |
2022 |
|
|
|
First Quarter |
4,392.15 |
3,505.29 |
3,902.52 |
Second Quarter |
3,951.12 |
3,427.91 |
3,454.86 |
Third Quarter |
3,805.22 |
3,279.04 |
3,318.20 |
Fourth Quarter |
3,986.83 |
3,331.53 |
3,793.62 |
2023 |
|
|
|
First Quarter |
4,315.05 |
3,856.09 |
4,315.05 |
Second Quarter |
4,408.59 |
4,218.04 |
4,399.09 |
Third Quarter |
4,471.31 |
4,129.18 |
4,174.66 |
Fourth Quarter |
4,549.44 |
4,014.36 |
4,521.44 |
2024 |
|
|
|
First Quarter |
5,083.42 |
4,403.08 |
5,083.42 |
Second Quarter |
5,100.90 |
4,839.14 |
4,894.02 |
Third Quarter |
5,067.45 |
4,571.60 |
5,000.45 |
Fourth Quarter |
5,041.01 |
4,729.71 |
4,895.98 |
2025 |
|
|
|
First Quarter (through January 8, 2025) |
5,011.82 |
4,871.45 |
4,996.39 |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Historical Performance of the
TOPIX® Index
January 6, 2020 through January
8, 2025 |
|
License Agreement. JPMorgan Chase & Co. or its affiliate expects to enter into an agreement with JPX Market Innovation & Research, Inc. (“JPXI”) (or to obtain a sublicense from an affiliate who has entered into a license agreement with JPXI) that would provide it and certain of its affiliates or subsidiaries, including JPMorgan Financial, with a non-exclusive license and, for a fee, with the right to use the TOPIX® Index, which is owned and published by JPXI, in connection with certain securities, including the securities. For more information, see “Equity Index Descriptions — The TOPIX® Index — License Agreement” in the accompanying underlying supplement.
TOPIX® Index |
High |
Low |
Period End |
2020 |
|
|
|
First Quarter |
1,744.16 |
1,236.34 |
1,403.04 |
Second Quarter |
1,630.72 |
1,325.13 |
1,558.77 |
Third Quarter |
1,661.93 |
1,496.06 |
1,625.49 |
Fourth Quarter |
1,819.18 |
1,579.33 |
1,804.68 |
2021 |
|
|
|
First Quarter |
2,012.21 |
1,791.22 |
1,954.00 |
Second Quarter |
1,983.54 |
1,849.04 |
1,943.57 |
Third Quarter |
2,118.87 |
1,880.68 |
2,030.16 |
Fourth Quarter |
2,055.56 |
1,926.37 |
1,992.33 |
2022 |
|
|
|
First Quarter |
2,039.27 |
1,758.89 |
1,946.40 |
Second Quarter |
1,969.98 |
1,818.94 |
1,870.82 |
Third Quarter |
2,006.99 |
1,835.94 |
1,835.94 |
Fourth Quarter |
2,018.80 |
1,847.58 |
1,891.71 |
2023 |
|
|
|
First Quarter |
2,071.09 |
1,868.15 |
2,003.50 |
Second Quarter |
2,300.36 |
1,961.28 |
2,288.60 |
Third Quarter |
2,430.30 |
2,221.48 |
2,323.39 |
Fourth Quarter |
2,391.05 |
2,218.89 |
2,366.39 |
2024 |
|
|
|
First Quarter |
2,813.22 |
2,378.79 |
2,768.62 |
Second Quarter |
2,809.63 |
2,626.32 |
2,809.63 |
Third Quarter |
2,929.17 |
2,227.15 |
2,645.94 |
Fourth Quarter |
2,801.68 |
2,618.32 |
2,784.92 |
2025 |
|
|
|
First Quarter (through January 8, 2025) |
2,786.57 |
2,756.38 |
2,770.00 |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Additional Information about the PLUS
Please read this information in conjunction with the terms on the
front cover of this document.
Additional Provisions: |
Postponement of maturity date: |
If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than three business days prior to the scheduled maturity date, the maturity date of the PLUS will be postponed to the third business day following the valuation date as postponed. |
Minimum ticketing size: |
$1,000 / 1 PLUS |
Trustee: |
Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) |
Calculation agent: |
JPMS |
The estimated value of the PLUS: |
The estimated value of the PLUS set forth on the cover of
this document is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the same
maturity as the PLUS, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying the economic
terms of the PLUS. The estimated value of the PLUS does not represent a minimum price at which JPMS would be willing to buy your PLUS
in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated value of the
PLUS may differ 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’ view of the funding value of the
PLUS as well as the higher issuance, operational and ongoing liability management costs of the PLUS in comparison to those costs for the
conventional fixed income instruments of 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
PLUS. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the PLUS and
any secondary market prices of the PLUS. For additional information, see “Risk Factors — Risks Relating to the Estimated Value
and Secondary Market Prices of the PLUS — The estimated value of the PLUS is derived by reference to an internal funding rate”
in this document. The value of the derivative or derivatives underlying the economic terms of the PLUS 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 future market events and/or environments. Accordingly, the estimated value of the PLUS on the pricing
date is based on market conditions and other relevant factors and assumptions existing at that time. See “Risk Factors — Risks
Relating to the Estimated Value and Secondary Market Prices of the PLUS — The estimated value of the PLUS does not represent future
values of the PLUS and may differ from others’ estimates” in this document.
The estimated value of the PLUS is lower than the original issue
price of the PLUS because costs associated with selling, structuring and hedging the PLUS are included in the original issue price of
the PLUS. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, the structuring fee,
the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the
PLUS and the estimated cost of hedging our obligations under the PLUS. 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 PLUS may be allowed to other affiliated or unaffiliated
dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Risk Factors — Risks Relating
to the Estimated Value and Secondary Market Prices of the PLUS — The estimated value of the PLUS is lower than the original issue
price (price to public) of the PLUS” in this document. |
Secondary market prices of the PLUS: |
For information about factors that will impact any secondary market prices of the PLUS, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the PLUS —Secondary market prices of the PLUS will be impacted by many economic and market factors” in this document. In addition, we generally expect that some of the costs included in the original issue price of the PLUS will be partially paid back to you in connection with any repurchases of your PLUS by JPMS in an amount that will decline to zero over an initial predetermined period that is intended to be the shorter of two years and one-half of the stated term of the PLUS. The length of any such initial period reflects the structure of the PLUS, whether our affiliates expect to earn a profit in connection with our hedging activities, the |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
estimated costs of hedging the PLUS and when these costs are incurred, as determined by our affiliates. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the PLUS — The value of the PLUS as published by JPMS (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the PLUS for a limited time period.” |
Tax considerations: |
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read in combination
with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S.
federal income tax consequences of owning and disposing of the PLUS.
Based on current market conditions, in the opinion of our
special tax counsel, it is reasonable to treat your PLUS as “open transactions” that are not debt instruments for U.S. federal
income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S.
Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement. Assuming
this treatment is respected, the gain or loss on your PLUS should be treated as long-term capital gain or loss if you hold your PLUS for
more than a year, whether or not you are an initial purchaser of PLUS at the issue price.
However, the IRS or a court may not respect this treatment of the PLUS, in which case the timing and character of any income or loss on
the PLUS could be materially and adversely affected.
In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “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;
the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments
are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain
long-term capital gain as ordinary income and impose a notional interest charge.
While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the PLUS, possibly
with retroactive effect.
You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the PLUS, including possible
alternative treatments and the issues presented by this notice. |
Supplemental use of proceeds and hedging: |
The PLUS are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the PLUS. See “How the PLUS Work” in this document for
an illustration of the risk-return profile of the PLUS and “Basket Overview” in this document for a description of the market
exposure provided by the PLUS.
The original issue price of the PLUS is equal to the estimated
value of the PLUS plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers and the structuring fee, plus
(minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under
the PLUS, plus the estimated cost of hedging our obligations under the PLUS. |
Benefit plan investor considerations: |
See “Benefit Plan Investor Considerations” in the accompanying product supplement. |
Supplemental plan of distribution: |
Subject to regulatory constraints, JPMS intends to use its
reasonable efforts to offer to purchase the PLUS in the secondary market, but is not required to do so. JPMS, acting as agent for JPMorgan
Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Wealth Management. In addition, Morgan Stanley
Wealth Management will receive a structuring fee as set forth on the cover of this document for each PLUS.
We or our affiliate may enter into swap agreements or related
hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the PLUS and JPMS and/or
an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “—
Supplemental use of proceeds and hedging” above and “Use of Proceeds and Hedging” in the accompanying product supplement. |
Validity of the PLUS and the guarantee: |
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the PLUS offered 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 PLUS (the “master note”), and such PLUS have been delivered against payment as contemplated herein, such PLUS will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of |
JPMorgan Chase Financial Company LLC
PLUS Based on the Performance of a Basket of Two Indices due January 12, 2029
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’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 Corporation Law 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 February 24, 2023, which was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2023. |
Where you can find more information: |
You should read this document together with the accompanying
prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these PLUS are
a part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement and the
accompanying underlying supplement.
This document, together with the documents listed below, contains
the terms of the PLUS and supersedes all other prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, stand-alone fact
sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in
the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex
A to the accompanying prospectus addendum, as the PLUS involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisers before you invest in the PLUS.
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 April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
• Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
• Prospectus supplement and prospectus, each dated
April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
• Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK, on the SEC website is 1665650,
and JPMorgan Chase & Co.’s CIK is 19617.
As used in this document, “we,” “us,”
and “our” refer to JPMorgan Financial.
“Performance Leveraged Upside SecuritiesSM”
and “PLUSSM” are service marks of Morgan Stanley. |
S-3
424B2
EX-FILING FEES
333-270004
0000019617
JPMORGAN CHASE & CO
0000019617
2025-01-10
2025-01-10
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
S-3
|
JPMORGAN CHASE & CO
|
The maximum aggregate offering price of the securities to which the prospectus relates is $6,000,000. The prospectus is a final prospectus for the related offering.
|
|
v3.24.4
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_FeeExhibitTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:feeExhibitTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_RegnFileNb |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_SubmissionLineItems |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_SubmissnTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.4
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FeesSummaryLineItems |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FnlPrspctsFlg |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_NrrtvDsclsr |
Namespace Prefix: |
ffd_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_NrrtvMaxAggtOfferingPric |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegative100TMonetary2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Alerian Mlp Index ETNs d... (AMEX:AMJB)
Historical Stock Chart
From Dec 2024 to Jan 2025
Alerian Mlp Index ETNs d... (AMEX:AMJB)
Historical Stock Chart
From Jan 2024 to Jan 2025