August 1, 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg)
JPMorgan Chase Financial Company LLC
Structured Investments
$570,000
Review Notes Linked to
the Least Performing of the iShares® Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and
the Financial Select Sector SPDR® Fund due August
6, 2029
Fully and Unconditionally Guaranteed by JPMorgan
Chase & Co.
| · | The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the closing price
of one share of each of the iShares® Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and
the Financial Select Sector SPDR® Fund, which we refer to as the Funds, is at or above its Call Value. |
| · | The earliest date on which an automatic call may be initiated is August 8, 2025. |
| · | Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing some or all of their
principal amount at maturity. |
| · | 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 fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the
credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. |
| · | Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the performance of each
of the Funds individually, as described below. |
| · | Minimum denominations of $1,000 and integral multiples thereof |
| · | The notes priced on August 1, 2024 and are expected to settle on or about August 6, 2024. |
Investing in the notes involves a number of risks. See
“Risk Factors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum,
“Risk Factors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations”
beginning on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or 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) |
Proceeds to Issuer |
Per note |
$1,000 |
$7.50 |
$992.50 |
Total |
$570,000 |
$4,275 |
$565,725 |
(1) See “Supplemental Use of Proceeds” in
this pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as
JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of $7.50
per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See
“Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
The estimated value of the notes, when the terms of the notes were set,
was $915.60 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.
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
Key Terms
Issuer: JPMorgan
Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Funds: The
iShares® Russell 2000 Value ETF (Bloomberg ticker: IWN), the iShares® 20+ Year Treasury Bond ETF (Bloomberg
ticker: TLT) and the Financial Select Sector SPDR® Fund (Bloomberg ticker: XLF)
Call Premium Amount: The
Call Premium Amount with respect to each Review Date is set forth below:
| · | first Review Date: |
13.70% × $1,000 |
| · | second Review Date: |
27.40% × $1,000 |
| · | third Review Date: |
41.10% × $1,000 |
| · | fourth Review Date: |
54.80% × $1,000 |
| · | final Review Date: |
68.50% × $1,000 |
Call Value: With
respect to each Fund, 100.00% of its Initial Value
Barrier Amount: With
respect to each Fund, 80.00% of its Initial Value, which is $132.736 for the iShares® Russell 2000 Value ETF, $76.248 for
the iShares® 20+ Year Treasury Bond ETF and $34.496 for the Financial Select Sector SPDR® Fund
Pricing
Date: August 1, 2024
Original Issue Date
(Settlement Date): On or about August 6, 2024
Review Dates*:
August 8, 2025, August 3, 2026, August 2, 2027, August 1, 2028 and August 1, 2029
(final Review Date)
Call Settlement Dates*:
August 13, 2025, August 6, 2026, August 5, 2027, August 4, 2028 and the Maturity
Date
Maturity Date*:
August 6, 2029
* 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
Automatic Call:
If the closing price of one share of each Fund on any Review Date is
greater than or equal to its Call Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date, payable on the applicable Call Settlement
Date. No further payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
of each Fund is greater than or equal to its Barrier Amount, you will receive the principal amount of your notes at maturity.
If the notes have not been automatically called and the Final Value of any
Fund is less than its Barrier Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Fund
Return)
If the notes have not been automatically
called and the Final Value of any Fund is less than its Barrier Amount, you will lose more than 20.00% of your principal amount at maturity
and could lose all of your principal amount at maturity.
Least Performing Fund:
The Fund with the Least Performing Fund Return
Least Performing Fund
Return: The lowest of the Fund Returns of the Funds
Fund Return: With
respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial Value: With
respect to each Fund, the closing price of one share of that Fund on the Pricing Date, which was $165.92 for the iShares®
Russell 2000 Value ETF, $95.31 for the iShares® 20+ Year Treasury Bond ETF and $43.12 for the Financial Select Sector SPDR®
Fund
Final Value: With
respect to each Fund, the closing price of one share of that Fund on the final Review Date
Share Adjustment Factor:
With respect to each Fund, the Share Adjustment Factor is referenced in determining the closing price
of one share of that Fund and is set equal to 1.0 on the Pricing Date. The Share Adjustment Factor of each Fund is subject to adjustment
upon the occurrence of certain events affecting that Fund. See “The Underlyings — Funds — Anti-Dilution Adjustments”
in the accompanying product supplement for further information.
PS-1
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
Supplemental Terms of the Notes
Any values of the Funds, and any values derived therefrom,
included in this pricing supplement may be corrected, in the event of manifest error or inconsistency, by amendment 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 effective without consent of the holders of the notes or any other party.
How the
Notes Work
Payment upon an Automatic Call
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_002.jpg)
Payment at Maturity If the Notes Have Not Been
Automatically Called
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_003.jpg)
PS-2
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
Call Premium Amount
The table below illustrates the Call Premium Amount per
$1,000 principal amount note for each Review Date based on the Call Premium Amounts set forth under “Key Terms — Call Premium
Amount” above.
Review Date |
Call Premium Amount |
First |
$137.00 |
Second |
$274.00 |
Third |
$411.00 |
Fourth |
$548.00 |
Final |
$685.00 |
Hypothetical
Payout Examples
The following examples illustrate payments on the notes
linked to three hypothetical Funds, assuming a range of performances for the hypothetical Least Performing Fund on the Review Dates. Each
hypothetical payment set forth below assumes that the closing price of one share of each Fund that is not the Least Performing Fund on
each Review Date is greater than or equal to its Call Value (and therefore its Barrier Amount).
In addition, the hypothetical payments set forth below
assume the following:
| · | an Initial Value for the Least Performing Fund of $100.00; |
| · | a Call Value for the Least Performing Fund of $100.00 (equal to 100.00% of its hypothetical Initial Value); |
| · | a Barrier Amount for the Least Performing Fund of $80.00 (equal to 80.00% of its hypothetical Initial Value); and |
| · | the Call Premium Amounts set forth under Key Terms Call Premium Amount above. |
The hypothetical Initial Value of the Least Performing
Fund of $100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value of any Fund. The actual
Initial Value of each Fund is the closing price of one share of that Fund on the Pricing Date and is specified under “Key Terms
— Initial Value” in this pricing supplement. For historical data regarding the actual closing prices of one share of each
Fund, please see the historical information set forth under “The Funds” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative
purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing in the following examples
have been rounded for ease of analysis.
Example 1 — Notes are automatically called
on the first Review Date.
Date |
Closing Price of One Share of
Least Performing Fund |
|
First Review Date |
$105.00 |
Notes are automatically called |
|
Total Payment |
$1,137.00 (13.70% return) |
Because the closing price of one share of each Fund on
the first Review Date is greater than or equal to its Call Value, the notes will be automatically called for a cash payment, for each
$1,000 principal amount note, of $1,137.00 (or $1,000 plus the Call Premium Amount applicable to the first Review Date), payable
on the applicable Call Settlement Date. No further payments will be made on the notes.
PS-3
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
Example 2 — Notes are automatically called
on the final Review Date.
Date |
Closing Price of One Share of
Least Performing Fund |
|
First Review Date |
$90.00 |
Notes NOT automatically called |
Second Review Date |
$75.00 |
Notes NOT automatically called |
Third through Fourth Review Dates |
Less than Call Value |
Notes NOT automatically called |
Final Review Date |
$200.00 |
Notes are automatically called |
|
Total Payment |
$1,685.00 (68.50% return) |
Because the closing price
of one share of each Fund on the final Review Date is greater than or equal to its Call Value, the notes will be automatically called
for a cash payment, for each $1,000 principal amount note, of $1,685.00 (or $1,000 plus the
Call Premium Amount applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
Example 3 — Notes have NOT been automatically
called and the Final Value of the Least Performing Fund is greater than or equal to its Barrier Amount.
Date |
Closing Price of One Share of
Least Performing Fund |
|
First Review Date |
$80.00 |
Notes NOT automatically called |
Second Review Date |
$75.00 |
Notes NOT automatically called |
Third through Fourth Review Dates |
Less than Call Value |
Notes NOT automatically called |
Final Review Date |
$80.00 |
Notes NOT automatically called; Final Value of Least Performing Fund is greater than or equal to Barrier Amount |
|
Total Payment |
$1,000.00 (0.00% return) |
Because the notes have not been automatically called
and the Final Value of the Least Performing Fund is greater than or equal to its Barrier Amount, the payment at maturity, for each $1,000
principal amount note, will be $1,000.00.
Example 4 — Notes have NOT been automatically
called and the Final Value of the Least Performing Fund is less than its Barrier Amount.
Date |
Closing Price of One Share of
Least Performing Fund |
|
First Review Date |
$80.00 |
Notes NOT automatically called |
Second Review Date |
$70.00 |
Notes NOT automatically called |
Third through Fourth Review Dates |
Less than Call Value |
Notes NOT automatically called |
Final Review Date |
$40.00 |
Notes NOT automatically called; Final Value of Least Performing Fund is less than Barrier Amount |
|
Total Payment |
$400.00 (-60.00% return) |
Because the notes have not been automatically called,
the Final Value of the Least Performing Fund is less than its Barrier Amount and the Least Performing Fund Return is -60.00%, the payment
at maturity will be $400.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on
the notes shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals
do not reflect the fees or expenses that would be associated with any sale in the
PS-4
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
secondary market. If these fees and expenses were included,
the hypothetical returns and hypothetical payments shown above would likely be 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
supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
| · | YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS |
The notes do not guarantee any return of principal.
If the notes have not been automatically called and the Final Value of any Fund is less than its Barrier Amount, you will lose 1% of the
principal amount of your notes for every 1% that the Final Value of the Least Performing Fund is less than its Initial Value. Accordingly,
under these circumstances, you will lose more than 20.00% of your principal amount at maturity and could lose all of your principal amount
at maturity.
| · | CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. |
Investors are dependent on our and JPMorgan
Chase & Co.’s ability to pay all amounts due on the notes. Any actual 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 may not receive any amounts owed to you
under the notes and you could lose your entire investment.
| · | AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS |
As a 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 notes. 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 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 ANY CALL PREMIUM AMOUNT PAID ON THE NOTES, |
regardless of any appreciation of any Fund,
which may be significant. You will not participate in any appreciation of any Fund.
| · | YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND |
Payments on the notes are not linked to a
basket composed of the Funds and are contingent upon the performance of each individual Fund. Poor performance by any of the Funds over
the term of the notes may result in the notes not being automatically called on a Review Date, may negatively affect your payment at maturity
and will not be offset or mitigated by positive performance by any other Fund.
| · | YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND. |
| · | THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE |
If the Final Value of any Fund is less than
its Barrier Amount and the notes have not been automatically called, the benefit provided by the Barrier Amount will terminate and you
will be fully exposed to any depreciation of the Least Performing Fund.
| · | THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT |
If your notes are automatically called, the
term of the notes may be reduced to as short as approximately one year. There is no guarantee that you would be able to reinvest the proceeds
from an investment in the notes at a comparable return for a similar level of risk. Even in cases where the notes are called before maturity,
you are not entitled to any fees and commissions described on the front cover of this pricing supplement.
| · | THE NOTES DO NOT PAY INTEREST. |
PS-5
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
| · | YOU WILL NOT RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS ON ANY FUND OR THE SECURITIES HELD BY ANY FUND OR HAVE ANY RIGHTS WITH RESPECT
TO ANY FUND OR THOSE SECURITIES. |
| · | ANY PAYMENT ON THE NOTES WILL BE DETERMINED BY REFERENCE ONLY TO THE PRICE PERFORMANCES OF THE FUNDS |
Any payment on the notes is based only on
the price performances of the Funds, which do not include dividends or other distributions on the Funds or the securities held by the
Funds. The magnitude of this lost dividend or distribution yield may be particularly significant with respect to the iShares®
20+ Year Treasury Bond ETF. The iShares® 20+ Year Treasury Bond ETF is a bond fund and, as with any bond fund, distributions
of interest payments on the bonds held by the iShares® 20+ Year Treasury Bond ETF would be expected to make up a significant
portion of the overall yield on a direct investment in the iShares® 20+ Year Treasury Bond ETF. The notes will not
reflect distributions of interest payments on the bonds held by the iShares® 20+ Year Treasury Bond ETF and, therefore,
will not reflect the interest component of the yield on the iShares® 20+ Year Treasury Bond ETF. As a result, the
performance of the iShares® 20+ Year Treasury Bond ETF as measured for purposes of the notes may be significantly less
than the return that a direct investor in the iShares® 20+ Year Treasury Bond ETF would realize.
| · | THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE PRICE OF ONE SHARE OF THAT
FUND IS VOLATILE. |
The notes will 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 may not 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
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 potentially
adverse 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 Secondary
Market Prices of the Notes
| · | THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES |
The estimated value of the notes is only an
estimate determined by reference to several factors. The original issue price of the notes exceeds the estimated value of the notes because
costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include
the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our
obligations under the notes and the estimated cost of hedging our obligations under the notes. See “The Estimated Value of the Notes”
in this pricing supplement.
| · | THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS ESTIMATES |
See “The Estimated Value of the Notes”
in this pricing supplement.
| · | THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE |
The internal funding rate used in the determination
of the estimated value of the notes 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 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 based
on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement
funding rate for the notes. The use of an internal funding rate and any 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.
PS-6
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
| · | 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 may be shown on your customer account
statements).
| · | SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES |
Any secondary market prices of 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 secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions,
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 by you 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 by a number of economic and market factors, which may either offset or magnify each other, aside from the
selling commissions, projected hedging profits, if any, estimated hedging costs and the prices of one share of the Funds. Additionally,
independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer
account statements. This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to
purchase your notes in the secondary market. See “Risk Factors — Risks Relating to the Estimated Value and 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 Funds
| · | JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE FINANCIAL SELECT SECTOR SPDR® FUND
AND ITS UNDERLYING INDEX, |
but JPMorgan Chase & Co. will not have any
obligation to consider your interests in taking any corporate action that might affect the price of one share of the Financial Select
Sector SPDR® Fund or the level of its Underlying Index (as defined under “The Funds” below).
| · | THERE ARE RISKS ASSOCIATED WITH THE FUNDS |
The Funds are subject to management risk,
which is the risk that the investment strategies of the applicable Fund’s investment adviser, the implementation of which is subject
to a number of constraints, may not produce the intended results. These constraints could adversely affect the market prices of the shares
of the Funds and, consequently, the value of the notes.
| · | THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE
OF THAT FUNDS UNDERLYING INDEX AS WELL AS THE NET ASSET VALUE PER SHARE |
Each Fund does not fully replicate its Underlying
Index (as defined under “The Funds” below) and may hold securities different from those included in its Underlying Index.
In addition, the performance of each Fund will reflect additional transaction costs and fees that are not included in the calculation
of its Underlying Index. All of these factors may lead to a lack of correlation between the performance of each Fund and its Underlying
Index. In addition, corporate actions with respect to the equity securities underlying the iShares® Russell 2000 Value
ETF and the Financial Select Sector SPDR® Fund (such as mergers and spin-offs) may impact the variance between the performances
of that Fund and its Underlying Index. Finally, because the shares of each Fund are traded on a securities exchange and are subject to
market supply and investor demand, the market value of one share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, securities
underlying each Fund may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset
value per share of that Fund and the liquidity of that Fund may be adversely affected. This kind of market volatility may also disrupt
the ability of market participants to create and redeem shares of a Fund. Further, market volatility may adversely affect, sometimes materially,
the prices at which market participants are willing to buy and sell shares of a Fund. As a result, under these circumstances, the market
value of shares of a Fund may vary
PS-7
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
substantially from the net asset value
per share of that Fund. For all of the foregoing reasons, the performance of each Fund may not correlate with the performance of its
Underlying Index as well as the net asset value per share of that Fund, which could materially and adversely affect the value of the
notes in the secondary market and/or reduce any payment on the notes.
| · | AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT TO THE iSHARES®
RUSSELL 2000 VALUE ETF |
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 pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock
price pressure under adverse market conditions.
| · | THE INVESTMENT STRATEGY REPRESENTED BY THE iSHARES® RUSSELL 2000 VALUE ETF
MAY NOT BE SUCCESSFUL |
The
iShares® Russell 2000 Value ETF seeks to track the investment results, before fees and expenses, of an index composed of
small capitalization U.S. equities that exhibit value characteristics, which is currently the Russell 2000® Value Index.
The Russell 2000® Value Index measures the capitalization-weighted price performance of the stocks included in the Russell
2000® Index that are determined by FTSE Russell to be value oriented, with lower price-to-book ratios and lower forecasted
and historical growth. A “value” investment strategy is premised on the goal of investing in stocks that are determined to
be relatively cheap or “undervalued” under the assumption that the value of those stocks will increase over time as the market
comes to reflect the “fair” market value of those stocks. However, the value characteristics referenced by the Russell 2000®
Value Index may not be accurate predictors of undervalued stocks, and there is no guarantee that undervalued stocks will appreciate. In
addition, the Russell 2000® Value Index’s selection methodology includes a significant bias against stocks with strong
growth characteristics, and stocks with strong growth characteristics may outperform stocks with weak growth characteristics. There is
no assurance that the iShares® Russell 2000 Value ETF will outperform any other index, exchange-traded fund or strategy
that tracks U.S. stocks selected using other criteria and may underperform the Russell 2000® Index as a whole. It is possible
that the stock selection methodology of the Russell 2000® Value Index will adversely affect its return and, consequently,
the level of the Russell 2000® Value Index, the price of one share of the iShares® Russell 2000 Value ETF
and the value and return of the notes.
| · | THE NOTES ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FIXED-INCOME SECURITIES, INCLUDING INTEREST RATE-RELATED RISKS, WITH
RESPECT TO THE ISHARES® 20+ YEAR TREASURY BOND ETF |
The iShares® 20+ Year Treasury
Bond ETF attempts to track the performance of an index composed of U.S. Treasury bonds. Investing in the notes that provide exposure to
the iShares® 20+ Year Treasury Bond ETF, which primarily holds bonds, differs significantly from investing directly in
bonds to be held to maturity, as the value of the iShares® 20+ Year Treasury Bond ETF changes, at times significantly,
during each trading day based upon the current market prices of the underlying bonds. The market prices of these bonds are volatile and
significantly influenced by a number of factors, particularly the duration of the underlying bonds, the yields on these bonds as compared
to current market interest rates and the actual or perceived credit quality of the U.S. government.
In general, fixed-income instruments are significantly
affected by changes in current market interest rates. As interest rates rise, the prices of fixed-income instruments are likely to decrease,
and as interest rate fall, the price of fixed-income securities are likely to increase. Securities with longer durations tend to be more
sensitive to interest rate changes, usually making them more volatile than securities with shorter durations. As a result, rising interest
rates may cause the value of the long-dated bonds underlying the iShares® 20+ Year Treasury Bond ETF to decline, possibly
significantly, which would adversely affect the value of the notes.
Interest rates are subject to volatility due
to a variety of factors, including:
| · | sentiment regarding underlying strength or weakness in the U.S. economy and global economies; |
| · | expectations regarding the level of price inflation; |
| · | sentiment regarding credit quality in the U.S. and global credit markets; |
| · | Federal Reserve policies regarding interest rates; and |
| · | the performance of U.S. and foreign capital markets. |
| · | THE NOTES ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FIXED-INCOME SECURITIES, INCLUDING CREDIT RISK, WITH RESPECT TO THE
ISHARES® 20+ YEAR TREASURY BOND ETF |
The iShares® 20+ Year Treasury
Bond ETF attempts to track the performance of an index composed of U.S. Treasury bonds. The prices of the bonds underlying the iShares®
20+ Year Treasury Bond ETF are significantly influenced by the creditworthiness of the U.S. government. The bonds underlying the iShares®
20+ Year Treasury Bond ETF may have their credit ratings downgraded, or
PS-8
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
their credit spreads may widen significantly.
Following a ratings downgrade or the widening of credit spreads, the bonds underlying the iShares®
20+ Year Treasury Bond ETF may suffer significant and rapid price declines. There can be no assurance that some or all of the factors
that contributed to that credit crisis will not depress the price, perhaps significantly, of the bonds underlying the iShares®
20+ Year Treasury Bond ETF, which would adversely affect the value of the notes.
| · | THE VALUE OF THE NOTES MAY BE INFLUENCED BY UNPREDICTABLE CHANGES IN THE MARKETS AND ECONOMIES OF THE UNITED STATES WITH RESPECT
TO THE ISHARES® 20+ YEAR TREASURY BOND ETF |
The value of the iShares® 20+
Year Treasury Bond ETF that attempts to track the performance of an index composed of U.S. Treasury bonds may be influenced by unpredictable
changes, or expectations of changes, in the U.S. market. Changes in the U.S. government that may influence the value of the notes include:
| · | economic performance, including any financial or economic crises and changes in the gross domestic product, the principal sectors,
inflation, employment and labor, and prevailing prices and wages; |
| · | the monetary system, including the monetary policy, the exchange rate policy, the economic and tax policies, banking regulation, credit
allocation and exchange controls; |
| · | the external sector, including the amount and types of foreign trade, the geographic distribution of trade, the balance of payments,
and reserves and exchange rates; |
| · | public finance, including the budget process, any entry into or termination of any economic or monetary agreement or union, the prevailing
accounting methodology, the measures of fiscal balance, revenues and expenditures, and any government enterprise or privatization program;
and |
| · | public debt, including external debt, debt service and the debt record. |
These
factors interrelate in complex ways, and the effect of one factor on the market value of the bonds underlying the iShares®
20+ Year Treasury Bond ETF may offset or enhance the effect of another factor. Changes in the value of the iShares® 20+
Year Treasury Bond ETF may adversely affect any payment on the notes.
| · | RISKS ASSOCIATED WITH THE FINANCIAL SECTOR WITH RESPECT TO THE FINANCIAL SELECT SECTOR SPDR® FUND |
All or substantially all of the equity securities
held by the Financial Select Sector SPDR® Fund are issued by companies whose primary line of business is directly associated
with the financial sector. As a result, the value of the notes may be subject to greater volatility and be more adversely affected
by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more
broadly diversified group of issuers. Financial services companies are subject to extensive government regulation, which may
limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge,
the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely
dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased
competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets,
including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions
and markets. Certain events in the financial sector may cause an unusually high degree of volatility in the financial markets, both
domestic and foreign, and cause certain financial services companies to incur large losses. Securities of financial services companies
may experience a dramatic decline in value when these companies experience substantial declines in the valuations of their assets, take
action to raise capital (such as the issuance of debt or equity securities) or cease operations. Credit losses resulting from financial
difficulties of borrowers and financial losses associated with investment activities can negatively impact the financial sector. Insurance
companies may be subject to severe price competition. Adverse economic, business or political developments could adversely affect
financial institutions engaged in mortgage finance or other lending or investing activities directly or indirectly connected to the value
of real estate. These factors could affect the financial sector and could affect the value of the equity securities held by the Financial
Select Sector SPDR® Fund and the price of the Financial Select Sector SPDR® Fund during the term of the
notes, which may adversely affect the value of your notes.
| · | THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED |
The calculation agent will make adjustments
to the Share Adjustment Factor for each Fund for certain events affecting the shares of that Fund. However, the calculation agent will
not make an adjustment in response to all events that could affect the shares of
PS-9
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
the Funds. If an event occurs that does not
require the calculation agent to make an adjustment, the value of the notes may be materially and adversely affected.
PS-10
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
The iShares® Russell 2000 Value ETF is
an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the investment results,
before fees and expenses, of an index composed of small capitalization U.S. equities that exhibit value characteristics, which we refer
to as the Underlying Index with respect to the iShares® Russell 2000 Value ETF. The Underlying Index with respect to the
iShares® Russell 2000 Value ETF is currently the Russell 2000® Value Index. The Russell 2000®
Value Index measures the capitalization-weighted price performance of the stocks included in the Russell 2000® Index that
are determined by FTSE Russell to be value oriented, with lower price-to-book ratios and lower forecasted and historical growth. For additional
information about the iShares® Russell 2000 Value ETF, see “Fund Descriptions — The iShares®
ETFs” in the accompanying underlying supplement.
The iShares® 20+ Year Treasury Bond ETF
is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the investment results,
before fees and expenses, of an index composed of U.S. Treasury bonds with remaining maturities greater than twenty years, which is currently
the ICE U.S. Treasury 20+ Year Bond Index, which we refer to as the Underlying Index with respect to the iShares® 20+ Year
Treasury Bond ETF. The ICE U.S. Treasury 20+ Year Bond Index measures the performance of the U.S. dollar-denominated, fixed-rate U.S.
Treasury market that have a remaining maturity greater than or equal to twenty years. For additional information about the iShares®
20+ Year Treasury Bond ETF, see “Fund Descriptions — The iShares® 20+ Year Treasury Bond ETF” in the
accompanying underlying supplement.
The Financial Select Sector SPDR® Fund
is an exchange-traded fund of the Select Sector SPDR® Trust, a registered investment company, that seeks to provide investment
results that, before expenses, correspond generally to the price and yield performance of publicly traded equity securities of companies
in the Financial Select Sector Index, which we refer to as the Underlying Index with respect to the Financial Select Sector SPDR®
Fund. The Financial Select Sector Index is a capped modified market capitalization-based index that measures the performance of
the GICS® financial sector of the S&P 500® Index, which currently includes companies in the following
industries: financial services; insurance; banks; capital markets; mortgage real estate investment trusts (“REITs”); and consumer
finance. For additional information about the Financial Select Sector SPDR® Fund, see “Fund Descriptions —
The Select Sector SPDR® Funds” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance
of each Fund based on the weekly historical closing prices of one share of each Fund from January 4, 2019 through July 26, 2024. The closing
price of one share of the iShares® Russell 2000 Value ETF on August 1, 2024 was $165.92. The closing price of one share
of the iShares® 20+ Year Treasury Bond ETF on August 1, 2024 was $95.31. The closing price of one share of the Financial
Select Sector SPDR® Fund on August 1, 2024 was $43.12. We obtained the closing prices above and below from the Bloomberg
Professional® service (“Bloomberg”), without independent verification. The closing prices above and below may
have been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each
Fund should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one share of
any Fund on any Review Date. There can be no assurance that the performance of the Funds will result in the return of any of your principal
amount.
PS-11
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_004.jpg)
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_005.jpg)
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_006.jpg)
PS-12 | Structured Investments Review Notes Linked to the Least Performing of the iShares® Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
Tax Treatment
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read
in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the
material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion
of our special tax counsel it is reasonable to treat the notes as “open transactions” that are not debt 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 notes should be treated as long-term
capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or
loss on the notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice
requesting comments on the U.S. federal income tax treatment of “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 notes, possibly with retroactive effect. 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 this
notice.
Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend 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 may depend 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.
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 maturity as 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 notes does not represent a minimum price at which JPMS would be willing to
buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated
value of the notes 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 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 based on certain
market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding
rate for the notes. The use of an internal funding rate and any 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 Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by
Reference 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
PS-13 | Structured Investments Review Notes Linked to the Least Performing of the iShares® Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
factors, as well as assumptions about future market events and/or environments.
Accordingly, the estimated value of the notes is determined when the terms of the notes are set based on market 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 may differ 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 buy notes from you in secondary market
transactions.
The estimated value of the notes is lower than the
original issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original
issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, the projected
profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the
estimated cost of hedging our obligations under the notes. Because hedging our obligations entails 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 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 “Selected Risk Considerations — Risks
Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than the Original
Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact any secondary
market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
— Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying product supplement.
In addition, we generally expect that some of the costs included in the original issue 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 selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and
our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is intended to be the
shorter of six months and one-half of the stated term of the notes. 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 Than the 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 Funds”
in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to
the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus)
the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the
notes, plus the estimated cost of hedging our obligations under the notes.
Validity
of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP,
as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes 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 notes
(the “master note”), and such notes 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 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
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
PS-14 | Structured Investments Review Notes Linked to the Least Performing of the iShares® Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065257/image_001.jpg) |
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.
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 any other written materials including preliminary or
indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, 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 notes 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 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):
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.
PS-15
| Structured Investments
Review Notes Linked to the Least Performing of the iShares®
Russell 2000 Value ETF, the iShares® 20+ Year Treasury Bond ETF and the Financial Select Sector SPDR® Fund |
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S-3
424B2
EX-FILING FEES
333-270004
0000019617
JPMORGAN CHASE & CO
0000019617
2024-08-05
2024-08-05
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 $570,000. The prospectus is a final prospectus for the related offering.
|
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