|
Pricing supplement
To prospectus dated April 13, 2023,
prospectus supplement dated April 13, 2023,
product supplement no. 4-I dated April 13, 2023 and prospectus
addendum dated June 3, 2024 |
Registration
Statement Nos. 333-270004 and 333-270004-01
Dated August 2, 2024
Rule 424(b)(2) |
JPMorgan
Chase Financial Company LLC |
Structured
Investments |
$750,000
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE
Swap Rate due August 19, 2025
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. |
General
| · | The
notes are designed for investors who seek a fixed return of 12.00% at maturity and who do not think that the 1-Year U.S. Dollar SOFR
ICE Swap Rate determined as described below, which we refer to as the Reference Rate, will have declined from the Reference Strike Rate
by more than the Buffer Percentage of 45.15% to the Final Reference Rate. For example, assuming a Reference Strike Rate of 4.60%,
investors will be taking the view that the Final Reference Rate will not be less than 2.5231%, which is equivalent to 54.85% of the assumed
Reference Strike Rate (54.85% × 4.60% = 2.5231%). Investors should be willing to accept the risk of losing some or all of
their principal amount if the Final Reference Rate is less than the Reference Strike Rate by more than the Buffer Percentage. If
the Final Reference Rate is less than the Reference Strike Rate by more than the Buffer Percentage, at maturity investors will lose 1.82315%
of their principal for every 1% that the Final Reference Rate is less than the Reference Strike Rate by more than the Buffer Percentage.
In the example above, investors would start to lose principal if the Final Reference Rate is below 2.5231% (54.85% of the assumed Reference
Strike Rate). If the Final Reference Rate is less than or equal to 0.00%, investors will lose 100% of their principal. See “Hypothetical
Examples of Amount Payable at Maturity” for additional hypothetical payment scenarios. |
| · | Because
the return on the notes is based on the percentage change of the Reference Rate from the Reference Strike Rate to the Final Reference
Rate, rather than the percentage point change in the Reference Rate, a very small percentage point decline in the Reference Rate can
result in a significant loss on the notes. For instance, in the example above, if the Reference Rate were to decline by only
2.76 percentage points from the assumed Reference Strike Rate of 4.60% to a Final Reference Rate of 1.84%, that move would represent
a 60% decline from the Reference Strike Rate, and investors would lose approximately 27.074% of their principal amount at maturity. |
| · | The
notes are not traditional fixed income securities. Traditional fixed income securities linked to an interest rate, commonly referred
to as floating rate notes, typically provide for the return of an investor’s principal amount at maturity and the payment of periodic
interest that depends on the performance of the interest rate to which the securities are linked. As a result, any decline in the interest
rate would potentially result in a reduction in the amount of any periodic interest paid on the securities, but would not adversely affect
the return of the investor’s principal amount at maturity. However, the notes offered by this pricing supplement do not pay periodic
interest and the amount an investor receives at maturity will depend on the performance of the Reference Rate. A decline from the Reference
Strike Rate to the Final Reference Rate by more than the Buffer Percentage will result in the investors losing some or all of their principal
amount at maturity. |
| · | The
Contingent Digital Return is a fixed return and will not vary based on the Reference Rate. |
| · | 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. |
| · | Minimum
denominations of $10,000 and integral multiples of $1,000 in excess thereof |
Key Terms
Issuer: |
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
Guarantor: |
JPMorgan Chase & Co. |
Reference Rate: |
1-Year U.S. Dollar SOFR ICE Swap Rate (the “ICE Swap Rate”) determined as set forth under “Supplemental Terms of the Notes” in this pricing supplement |
Payment at Maturity: |
If the Final Reference Rate is greater than or equal to the Reference Strike
Rate or is less than the Reference Strike Rate by up to the Buffer Percentage, at maturity you will receive a cash payment that provides
you with a return per $1,000 principal amount note equal to the Contingent Digital Return. Accordingly, under these circumstances, your
payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Contingent Digital Return) |
If the Final Reference Rate is less than the Reference Strike Rate by more
than the Buffer Percentage, at maturity you will lose 1.82315% of the principal amount of your notes for every 1% that the Final Reference
Rate is less than the Reference Strike Rate by more than the Buffer Percentage. Under these circumstances, your payment at maturity per
$1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Reference Rate Return + Buffer
Percentage) × Downside Leverage Factor]
If the Final Reference Rate is less than the Reference Strike Rate by
more than the Buffer Percentage, you will lose some or all of your principal amount at maturity. |
Contingent Digital Return: |
12.00%, which reflects the maximum return on the notes. Accordingly, the maximum payment at maturity per $1,000 principal amount note is $1,120.00. |
Buffer Percentage: |
45.15% |
Downside Leverage Factor: |
1.82315 |
Strike Date:
Pricing Date: |
August 1, 2024
August 2, 2024 |
Original Issue Date: |
On or about August 7, 2024 (Settlement Date) |
Observation Date†: |
August 14, 2025 |
Maturity Date††: |
August 19, 2025 |
Other Key Terms |
See “Additional Key Terms” in this pricing supplement. |
| † | Subject to adjustment as described under “Supplemental Terms of the Notes” in this pricing supplement |
| †† | Subject
to postponement as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product
supplement |
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-6 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, 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 |
$10 |
$990 |
Total |
$750,000 |
$7,500 |
$742,500 |
| (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 $10.00 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 $974.70 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.
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. 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.
Additional Key Terms
Reference Rate Return: |
Final Reference Rate – Reference Strike Rate
Reference Strike Rate |
|
However, if the formula above would result in a percentage that is less than -100%, the Reference Rate Return will be deemed to be equal to -100%. |
Reference Strike Rate: |
4.538%, which is a rate of the 1-Year U.S. Dollar SOFR ICE Swap Rate determined
by reference to certain intraday rates of the 1-Year U.S. Dollar SOFR ICE Swap Rate on the Strike Date. The Reference Strike Rate is
not determined by reference to the Reference Rate on the Strike Date or the Pricing Date.
We and our affiliates are under no obligation to consider your interests
as a holder of the notes in making any determinations in connection with setting the Reference Strike Rate.
See “Risk Factors — Risks Relating to Conflicts of Interest — Potential Conflicts” in this pricing supplement
for more information. |
Final Reference Rate: |
The Reference Rate on the Observation Date |
CUSIP: |
48135NPC4 |
Supplemental Terms of the Notes
The Observation Date is a Determination Date for purposes
of the accompanying product supplement, but is not subject to postponement under “General Terms of Notes — Postponement of
a Determination Date.” Instead, it is subject to adjustment as described below.
With respect to any day, the Reference Rate refers to
the rate for U.S. dollar swaps with a designated maturity of 1 year, referencing the Secured Overnight Financing Rate (“SOFR”)
(compounded in arrears for twelve months using standard market conventions), that appears on the Bloomberg Screen USISSO01 Page at approximately
11:00 a.m., New York City time, on that day, as determined by the calculation agent, provided that, if no such rate appears on
the Bloomberg Screen USISSO01 Page on that day at approximately 11:00 a.m., New York City time, then the calculation agent, after consulting
such sources as it deems comparable to the foregoing display page, or any such source it deems reasonable from which to estimate the relevant
rate for U.S. dollar swaps referencing SOFR, will determine the Reference Rate for that day in its sole discretion.
“Bloomberg Screen USISSO01 Page” means the
display designated as the Bloomberg screen “USISSO01” or such other page as may replace the Bloomberg screen “USISSO01”
on that service or such other service or services as may be nominated for the purpose of displaying rates for U.S. dollar swaps referencing
SOFR by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of
IBA or its successor in calculating rates for U.S. dollar swaps referencing SOFR in the event IBA or its successor no longer does so.
Notwithstanding the foregoing paragraph:
(i) If the calculation agent determines in its sole
discretion on or prior to the relevant day that the relevant rate for U.S. dollar swaps referencing SOFR has been discontinued or that
rate has ceased to be published permanently or indefinitely, then the calculation agent will use as the Reference Rate for that day a
substitute or successor rate that it has determined in its sole discretion, after consulting an investment bank of national standing in
the United States (which may be an affiliate of ours) or any other source it deems reasonable, to be a commercially reasonable replacement
rate; and
(ii) If the calculation agent has determined a substitute
or successor rate in accordance with the foregoing, the calculation agent may determine in its sole discretion, after consulting an investment
bank of national standing in the United States
JPMorgan Structured Investments — | PS-1 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
(which may be an affiliate of ours) or any other source
it deems reasonable, the definitions of business day and Observation Date and any other relevant methodology for calculating that substitute
or successor rate, including any adjustment factor, spread and/or formula it determines is needed to make that substitute or successor
rate comparable to the relevant rate for U.S. dollar swaps referencing SOFR, in a manner that is consistent with industry-accepted practices
for that substitute or successor rate.
JPMS, one of our affiliates, will act as the calculation
agent for the notes. We may appoint a different calculation agent, including ourselves or another affiliate of ours, from time to time
after the date of this pricing supplement without your consent and without notifying you. See “General Terms of Notes —
Calculation Agent” in the accompanying product supplement.
Any values of the Reference Rate, 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.
JPMorgan Structured Investments — | PS-2 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
What Is the Total Return on the Notes
at Maturity, Assuming a Range of Performances for the Reference Rate?
The following table and examples illustrate the hypothetical
total return and the hypothetical payment at maturity on the notes. The “total return” as used in this pricing supplement
is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000.
Each hypothetical total return or payment at maturity set forth below assumes a Reference Strike Rate of 4.60% and reflects the Contingent
Digital Return of 12.00%, the Buffer Percentage 45.15% and the Downside Leverage Factor of 1.82315.
Each hypothetical total return or payment at maturity
set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity applicable to a purchaser
of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.
Final Reference Rate |
Reference Rate
Return |
Total Return |
8.28000% |
80.00% |
12.000% |
7.59000% |
65.00% |
12.000% |
6.90000% |
50.00% |
12.000% |
6.44000% |
40.00% |
12.000% |
5.98000% |
30.00% |
12.000% |
5.52000% |
20.00% |
12.000% |
5.06000% |
10.00% |
12.000% |
4.83000% |
5.00% |
12.000% |
4.60000% |
0.00% |
12.000% |
4.37000% |
-5.00% |
12.000% |
4.14000% |
-10.00% |
12.000% |
3.68000% |
-20.00% |
12.000% |
3.22000% |
-30.00% |
12.000% |
2.76000% |
-40.00% |
12.000% |
2.52310% |
-45.15% |
12.000% |
2.52264% |
-45.16% |
-0.018% |
2.30000% |
-50.00% |
-8.842% |
1.84000% |
-60.00% |
-27.074% |
1.38000% |
-70.00% |
-45.305% |
0.92000% |
-80.00% |
-63.537% |
0.46000% |
-90.00% |
-81.768% |
0.00000% |
-100.00% |
-100.000% |
-0.46000% |
-100.00% |
-100.000% |
-0.92000% |
-100.00% |
-100.000% |
-1.38000% |
-100.00% |
-100.000% |
Hypothetical Examples of Amount Payable
at Maturity
The following examples illustrate how the payment at maturity
in different hypothetical scenarios is calculated.
Example 1: The Reference Rate increases from the Reference
Strike Rate of 4.60% to a Final Reference Rate of 5.83%. Because the Final Reference Rate of 5.83% is greater than the Reference Strike
Rate of 4.60%, regardless of the Reference Rate Return, the investor receives a payment at maturity of $1,120.00 per $1,000 principal
amount note, calculated as follows:
$1,000 + ($1,000 × 12.00%) =
$1,120.00
Example 2: The Reference Rate decreases from the Reference
Strike Rate of 4.60% to a Final Reference Rate of 2.5231%. Although the Final Reference Rate of 2.5231% is less than the Reference
Strike Rate of 4.60%, because the Final Reference Rate is not less than the Reference Strike Rate by more than the Buffer Percentage of
45.15%, the investor receives a payment at maturity of $1,120.00 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 × 12.00%) =
$1,120.00
Example 3: The Reference Rate increases from the Reference
Strike Rate of 4.60% to a Final Reference Rate of 6.44%. Because the Final Reference Rate of 6.44% is greater than the Reference Strike
Rate of 4.60% and although the Reference Rate Return of 40% exceeds the Contingent Digital Return of 12.00%, the investor is entitled
to only the Contingent Digital Return and receives a payment at maturity of $1,120.00 per $1,000 principal amount note, calculated as
follows:
$1,000 + ($1,000 × 12.00%) =
$1,120.00
JPMorgan Structured Investments — | PS-3 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
Example 4: The Reference Rate decreases from the Reference
Strike Rate of 4.60% to a Final Reference Rate of 1.84%. Because the Final Reference Rate of 1.84% is less than the Reference Strike
Rate of 4.60% by more than the Buffer Percentage of 45.15% and the Reference Rate Return is -60%, the investor receives a payment at maturity
of $729.26 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60% + 45.15%)
× 1.82315] = $729.26
Example 5: The Reference Rate decreases from the Reference
Strike Rate of 4.60% to a Final Reference Rate of
-0.46%. Because the Final Reference Rate of -0.46% is less than the Reference Strike Rate of 4.60% by more than the Buffer Percentage
of 45.15% and the Reference Rate Return would have been less than -100% but for the floor on the Reference Rate Return of -100%, the Reference
Rate Return is -100%. As a result, the investor receives a payment at maturity of $0, calculated as follows:
$1,000 + [$1,000 × (-100% + 45.15%)
× 1.82315] = $0
The hypothetical returns and hypothetical payments on the
notes shown above apply only if you hold the notes 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 Structured Investments — | PS-4 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
Selected Purchase Considerations
| · | FIXED APPRECIATION POTENTIAL
— If the Final Reference Rate is greater than or equal to the Reference Strike Rate or is less than the Reference Strike Rate by
up to the Buffer Percentage, you will receive a fixed return equal to the Contingent Digital Return of 12.00% at maturity, which also
reflects the maximum return on the notes at maturity. Because the notes are our unsecured and unsubordinated obligations, the payment
of which is fully and unconditionally guaranteed by JPMorgan Chase & Co., payment of any amount on the notes is subject
to our ability to pay our obligations as they become due and JPMorgan Chase & Co.’s ability to pay its obligations
as they become due. |
| · | LIMITED PROTECTION AGAINST LOSS —
We will pay you your principal back plus the Contingent Digital Return at maturity if the Final Reference Rate is greater than
or equal to the Reference Strike Rate or is less than the Reference Strike Rate by up to the Buffer Percentage of 45.15%. If the Final
Reference Rate is less than the Reference Strike Rate by more than the Buffer Percentage, you will lose 1.82315% of your principal amount
at maturity for every 1% that the Final Reference Rate is less than the Reference Strike Rate by more than the Buffer Percentage. Accordingly,
under these circumstances, you will lose some or all of your principal amount at maturity. In addition, because the return on the notes
is based on the percentage change of the Reference Rate from the Reference Strike Rate to the Final Reference Rate, rather than the percentage
point change in the Reference Rate, a very small percentage point decline in the Reference Rate can result in a significant loss on the
notes. Even if the Final Reference Rate is negative, your payment at maturity per $1,000 principal amount note will not be less than
$0. |
| · | THE NOTES ARE NOT TRADITIONAL FIXED INCOME
SECURITIES — Traditional fixed income securities linked to an interest rate, commonly referred to as floating rate notes, typically
provide for the return of an investor’s principal amount at maturity and the payment of periodic interest that depends on the performance
of the interest rate to which the securities are linked. As a result, any decline in the interest rate would potentially result in a reduction
in the amount of any periodic interest paid on the securities, but would not adversely affect the return of the investor’s principal
amount at maturity. However, the notes offered by this pricing supplement do not pay periodic interest and the amount an investor receives
at maturity will depend on the performance of the Reference Rate. A decline from the Reference Strike Rate to the Final Reference Rate
by more than the Buffer Percentage will result in the investors losing some or all of their principal amount at maturity. |
| · | RETURN DEPENDENT ON THE 1-YEAR U.S. DOLLAR
SOFR ICE SWAP RATE — The ICE Swap Rate is a “constant maturity swap rate”
that measures the annual fixed rate of interest payable on a hypothetical fixed-for-floating U.S. dollar interest rate swap transaction
with a 1-year maturity. In such a hypothetical swap transaction, the fixed rate of interest, payable annually on an actual / 360 basis
(i.e., interest accrues based on the actual number of days elapsed, with a year assumed to comprise 360 days), is exchangeable
for a floating payment stream based on SOFR (compounded in arrears for twelve months using standard market conventions), also payable
annually on an actual / 360 basis. SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury
securities. For more information about SOFR, see “Annex A — SOFR” in this pricing supplement. The Contingent Digital
Return is a fixed return and will not vary based on the Reference Rate. |
| · | TAX TREATMENT — In determining our
reporting responsibilities, we intend to treat the notes for U.S. federal income tax purposes as “open transactions” that
are not debt instruments, as described in the section entitled “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
no. 4-I. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment,
but that there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income
or loss on the notes could be materially and adversely affected. |
No statutory, judicial or administrative
authority directly addresses the characterization of the notes (or similar instruments) for U.S. federal income tax purposes, and no ruling
is being requested from the IRS with respect to their proper characterization and treatment. Assuming that “open transaction”
treatment is respected, although not free from doubt, 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 the notes at the issue price. However, the
IRS or a court may not respect the treatment of the notes as “open transactions,” in which case the timing and character of
any income or loss on the notes could be materially and adversely affected. For instance, the notes could be treated as contingent payment
debt instruments, in which case the gain on your notes would be treated as ordinary income and you would be required to accrue original
issue discount on your notes in each taxable year at the “comparable yield,” as determined by us, although we will not make
any payment with respect to the notes until maturity.
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
JPMorgan Structured Investments — | PS-5 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
consequences of an investment in the notes, 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
notes, including possible alternative treatments and the issues presented by this notice.
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 Final Reference Rate is less than the Reference Strike Rate
by more than the Buffer Percentage of 45.15%, you will lose 1.82315% of your principal amount at maturity for every 1% that the Final
Reference Rate, which may be a negative rate, is less than the Reference Strike Rate by more than the Buffer Percentage. In no event,
however, will the Reference Rate Return be less than -100%. Accordingly, under these circumstances, you will lose some or all of your
principal amount at maturity. |
In addition, because the return on the notes is based
on the percentage change of the Reference Rate from the Reference Strike Rate to the Final Reference Rate, rather than the percentage
point in the Reference Rate, a very small percentage point decline in the Reference Rate can result in a significant loss on the notes.
For example, assuming a Reference Strike Rate of 4.60% if the Reference Rate were to decline by only 2.76 percentage points from the Reference
Strike Rate to a Final Reference Rate of 1.84%, that move would represent a 60% decline from the Reference Strike Rate and you would lose
approximately 27.074% of your principal amount at maturity.
| · | YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED
TO THE CONTINGENT DIGITAL RETURN — If the Final Reference Rate is greater than or equal to the Reference Strike Rate or is less
than the Reference Strike Rate by up to the Buffer Percentage, for each $1,000 principal amount note, you will receive at maturity $1,000
plus an additional return equal to the Contingent Digital Return, regardless of any increase in the Reference Rate, which may be
significant. The Contingent Digital Return is a fixed return and will not vary based on the Reference Rate. |
| · | YOUR ABILITY TO RECEIVE THE CONTINGENT DIGITAL
RETURN MAY TERMINATE ON THE OBSERVATION DATE — If the Final Reference Rate is less than the Reference Strike Rate by more than
the Buffer Percentage, you will not be entitled to receive the Contingent Digital Return at maturity. Under these circumstances,
you will lose some or all of your principal amount at maturity. |
| · | CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN
CHASE & CO. — The notes are subject to our and JPMorgan Chase & Co.’s credit risks, and our
and JPMorgan Chase & Co.’s credit ratings and credit spreads may adversely affect the market value of the notes.
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 NOTES ARE NOT TRADITIONAL FIXED INCOME
SECURITIES — Traditional fixed income securities linked to an interest rate, commonly referred to as floating rate notes, typically
provide for the return of an investor’s principal amount at maturity and the payment of periodic interest that depends on the performance
of the interest rate to which the securities are linked. As a result, any decline in the interest rate would potentially result in a reduction
in the amount of any periodic interest paid on the securities, but would not adversely affect the return of the investor’s principal
amount at maturity. However, the notes offered by this pricing supplement do not pay periodic interest and the amount an investor receives
at maturity will depend on the performance of the Reference Rate. A decline from the Reference Strike Rate to the Final Reference Rate
by more than the Buffer Percentage will result in the investors losing some or all of their principal amount at maturity. |
| · | NO INTEREST PAYMENTS
— As a holder of the notes, you will not receive any interest payments. |
| · | LACK OF LIQUIDITY — The notes will
not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do
so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other
dealers are not likely to make a secondary |
JPMorgan Structured Investments — | PS-6 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
market for the notes, 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.
Risks Relating
to Conflicts of Interest
| · | POTENTIAL CONFLICTS — We and our affiliates play a variety of
roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes,
hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value
of the notes when the terms of the notes are set, which we refer to as the estimated value of the notes. For example, if on the
Observation Date, the Reference Rate cannot be determined by reference to the applicable Bloomberg page, the calculation agent will determine
the Reference Rate for the Observation Date in its sole discretion, after consulting such sources as it deems comparable to the foregoing
page, or any such other source it deems reasonable from which to estimate the relevant rate for U.S. dollar swaps. 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 notes. 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 notes and the value of 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 for additional information about these risks. |
We and our affiliates are under no obligation to consider
your interests as a holder of the notes in making any determinations in connection with setting the Reference Strike Rate. The value of
the notes may be affected by the level of the Reference Strike Rate.
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 — The estimated value of the notes is determined by reference to internal
pricing models of our affiliates when the terms of the notes are set. This estimated value of the notes is based on market conditions
and other relevant factors existing at that time and assumptions about market parameters, which can include volatility, interest rates
and other factors. 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. 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. |
| · | 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. 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. 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 |
JPMorgan Structured Investments — | PS-7 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
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 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. See the immediately following risk consideration for information about additional factors that will impact any secondary
market prices of the 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. See “— Risks Relating to
the Notes Generally — Lack of Liquidity” above.
| · | 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 Reference Rate, including: |
| · | any actual or potential change in our or JPMorgan
Chase & Co.’s creditworthiness or credit spreads; |
| · | customary bid-ask spreads for similarly sized
trades; |
| · | our internal secondary market funding rates for
structured debt issuances; |
| · | the actual and expected volatility of the Reference
Rate; |
| · | the time to maturity of the notes; |
| · | interest and yield rates in the market generally;
and |
| · | 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 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.
Risks Relating
to the Reference Rate
| · | THE REFERENCE RATE WILL BE AFFECTED BY A NUMBER
OF FACTORS AND MAY BE VOLATILE — The Reference Rate will depend on a number of factors, including, but not limited to: |
| · | supply and demand for overnight U.S. Treasury
repurchase agreements; |
| · | sentiment regarding underlying strength in the
U.S. and global economies; |
| · | expectations regarding the level of price inflation; |
| · | sentiment regarding credit quality in the U.S.
and global credit markets; |
| · | central bank policy regarding interest rates;
|
| · | inflation and expectations concerning inflation; |
| · | performance of capital markets; and |
| · | any statements from public government officials
regarding the cessation of the Reference Rate and/or SOFR. |
These and other factors may have a negative
effect on the performance of the Reference Rate and on the value of the notes in the secondary market. The Reference Rate may be negative.
A Final Reference Rate that is less than the Reference Strike Rate by more than the Buffer Percentage will result in a reduction of principal
payment at maturity. In addition, these and other factors may have a negative impact on the value of your notes in the secondary market.
| · | THE REFERENCE RATE AND THE MANNER IN WHICH
IT IS CALCULATED MAY CHANGE IN THE FUTURE — There can be no assurance that the method by which the Reference Rate is calculated
will continue in its current form. Any changes in the method of calculation could reduce the Reference Rate. |
| · | THE REFERENCE RATE HAS A LIMITED HISTORY AND
FUTURE PERFORMANCE CANNOT BE PREDICTED BASED ON HISTORICAL PERFORMANCE — The publication of the U.S. Dollar SOFR ICE Swap Rate
began in November 2021, and, therefore, has a limited history. IBA launched the U.S. Dollar SOFR ICE Swap Rate for use as a reference
rate for financial instruments in order to aid the market’s transition to SOFR and away from LIBOR. However, the composition
and characteristics of SOFR differ from those of LIBOR in material respects, and the historical performance of LIBOR and the U.S. Dollar
LIBOR ICE Swap Rate will have no bearing on the performance of SOFR or the Reference Rate. |
The future performance of the Reference
Rate cannot be predicted based on the limited historical performance. The levels of Reference Rate during the term of the notes
may bear little or no relation to the historical actual or historical indicative data. Prior observed patterns, if any, in the behavior
of market variables and their relation to the Reference Rate, such as correlations, may change in the future.
No future performance of the Reference
Rate may be inferred from any of the historical actual or historical indicative SOFR data. Hypothetical or historical performance
data are not indicative of, and have no bearing on, the potential performance of the Reference Rate. Changes in the levels of SOFR
will affect the Reference Rate and, therefore, the return on the notes and the trading price of the notes, but it is impossible to predict
whether such levels will rise or fall. There can be no assurance that the Reference Rate will be positive.
| · | THE ADMINISTRATOR OF SOFR MAY MAKE CHANGES
THAT COULD ADVERSELY AFFECT THE LEVEL OF SOFR OR DISCONTINUE SOFR AND HAS NO OBLIGATION TO CONSIDER YOUR INTEREST IN DOING SO —
SOFR is a relatively new rate, and the Federal Reserve Bank of New York (“FRBNY”) (or a successor), as administrator of SOFR,
may make methodological or other changes that could change the value of SOFR, including changes related |
JPMorgan Structured Investments — | PS-8 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
to the method by which SOFR is calculated, eligibility criteria
applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. If the manner in which SOFR is calculated
is changed, that change may result in a reduction in the Reference Rate and may adversely affect any payment on the notes, which may adversely
affect the trading prices of the notes. The administrator of SOFR may withdraw, modify, amend, suspend or discontinue the calculation
or dissemination of SOFR in its sole discretion and without notice and has no obligation to consider the interests of holders of the notes
in calculating, withdrawing, modifying, amending, suspending or discontinuing SOFR. In that case, the method by which the Reference Rate
is calculated will change, which could reduce the Reference Rate.
| · | THE REFERENCE RATE MAY BE DETERMINED BY THE
CALCULATION AGENT IN ITS SOLE DISCRETION OR, IF IT IS DISCONTINUED OR CEASED TO BE PUBLISHED PERMANENTLY OR INDEFINITELY, REPLACED BY
A SUCCESSOR OR SUBSTITUTE RATE — If no relevant rate appears on the Bloomberg Screen USISSO01 Page on a relevant day at approximately
11:00 a.m., New York City time, then the calculation agent, after consulting such sources as it deems comparable to the foregoing display
page, or any such source it deems reasonable from which to estimate the relevant rate for U.S. dollar swaps referencing SOFR, will determine
the Reference Rate for that relevant day in its sole discretion. Notwithstanding the foregoing, if the calculation agent determines in
its sole discretion on or prior to the relevant day that the relevant rate for U.S. dollar swaps referencing SOFR has been discontinued
or that rate has ceased to be published permanently or indefinitely, then the calculation agent will use as the Reference Rate for that
day a substitute or successor rate that it has determined in its sole discretion, after consulting an investment bank of national standing
in the United States (which may be an affiliate of ours) or any other source it deems reasonable, to be a commercially reasonable replacement
rate. If the calculation agent has determined a substitute or successor rate in accordance with the foregoing, the calculation agent
may determine in its sole discretion, after consulting an investment bank of national standing in the United States (which may be an affiliate
of ours) or any other source it deems reasonable, the definitions of business day and Observation Date and any other relevant methodology
for calculating that substitute or successor rate, including any adjustment factor it determines is needed to make that substitute or
successor rate comparable to the relevant rate for U.S. dollar swaps referencing SOFR, in a manner that is consistent with industry-accepted
practices for that substitute or successor rate. |
Any of the foregoing determinations or
actions by the calculation agent could affect the value of the Reference Rate used on the Observation Date, which could adversely affect
the return on and the market value of the notes.
JPMorgan Structured Investments — | PS-9 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
Historical Information
The following graph sets forth the historical weekly
performance of the Reference Rate from November 19, 2021 (the first Friday on which the Reference Rates were published by Bloomberg Professional®
service (“Bloomberg”)) through July 19, 2024. The Reference Rate on August 1, 2024 was 4.593%. We obtained the levels of the
Reference Rate above and below from Bloomberg, without independent verification.
The historical levels of the Reference Rate should
not be taken as an indication of future performance, and no assurance can be given as to the level of the Reference Rate on the Observation
Date. There can be no assurance that the performance of the Reference Rate will result in the return of any of your principal amount.
You should note that publication of the U.S. Dollar SOFR ICE Swap Rate began on November 8, 2021, and it therefore has a limited history.
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065554/image_001.jpg)
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, interest rates and other 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. See “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ
from Others’ Estimates” in this pricing supplement.
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. We or one or more of our affiliates will retain any profits realized in hedging our obligations under the
notes. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of
JPMorgan Structured Investments — | PS-10 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
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 “Selected Risk Considerations — 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 this pricing
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 that 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.”
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 “What Is the Total Return on the Notes at Maturity,
Assuming a Range of Performances for the Reference Rate?” and “Hypothetical Examples of Amount Payable at Maturity”
in this pricing supplement for an illustration of the risk-return profile of the notes and “Selected Purchase Considerations —
Return Dependent on the 1-Year U.S. Dollar SOFR ICE Swap Rate” 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 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.
JPMorgan Structured Investments — | PS-11 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
Annex A —
SOFR
SOFR is published by the Federal Reserve Bank of New
York (“FRBNY”) and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.
FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral Treasury repurchase agreement (“repo”)
transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”),
a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by FRBNY to remove a portion of
the foregoing transactions considered to be “specials.” According to FRBNY, “specials” are repos for specific-issue
collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept
a lesser return on their cash in order to obtain a particular security.
FRBNY reports that SOFR is calculated as a volume-weighted
median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank
for the tri-party repo market, as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions
cleared through the FICC’s delivery-versus-payment service. FRBNY notes that it obtains information from DTCC Solutions LLC, an
affiliate of DTCC.
FRBNY currently publishes SOFR daily on its website.
FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations,
including that FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any
time without notice. Information contained in the publication page for SOFR is not incorporated by reference in, and should not be considered
part of, this pricing supplement.
JPMorgan Structured Investments — | PS-12 |
Digital Notes Linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate | |
S-3
424B2
EX-FILING FEES
333-270004
0000019617
JPMORGAN CHASE & CO
0000019617
2024-08-06
2024-08-06
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 $750,000. The prospectus is a final prospectus for the related offering.
|
|
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