| December 2, 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC
Structured Investments
$5,500,000
Uncapped Accelerated Barrier Notes Linked to the MerQube
US Large-Cap Vol Advantage Index due June 2, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
| · | The notes are designed for investors who seek an uncapped return of 2.21 times any appreciation of the MerQube US Large-Cap
Vol Advantage Index, which we refer to as the Index, at maturity. |
| · | Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal amount at
maturity. |
| · | The Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of the futures contracts
included in the Index, will heighten any depreciation of those futures contracts and will generally be a drag on the performance of the
Index. The Index will trail the performance of an identical index without a deduction. See “Selected Risk Considerations —
Risks Relating to the Notes Generally — The Level of the Index Will Include a 6.0% per Annum Daily Deduction” in this pricing
supplement. |
| · | 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 $1,000 and integral multiples thereof |
| · | The notes priced on December 2, 2024 (the “Pricing Date”) and are expected to settle on or about December 4, 2024. The
Strike Value has been determined by reference to the closing level of the Index on November 27, 2024 and not by reference to the
closing level of the Index on the Pricing Date. |
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, “Risk Factors” beginning on page US-4 of the
accompanying underlying supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the 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 |
$45 |
$955 |
| Total |
$5,500,000 |
$247,500 |
$5,252,500 |
|
(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 $45.00 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 $895.10 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. 5-II dated March 5, 2024, 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.
Index:
The MerQube US Large-Cap Vol Advantage Index (Bloomberg ticker: MQUSLVA). The level of the Index reflects a deduction of 6.0% per annum
that accrues daily.
Upside
Leverage Factor: 2.21
Barrier Amount: 65.00% of
the Strike Value, which is 2,568.293
Strike
Date: November 27, 2024
Pricing
Date: December 2, 2024
Original
Issue Date (Settlement Date): On or about December 4, 2024
Observation
Date*: May 30, 2028
Maturity
Date*: June 2, 2028
* Subject to postponement in the event of a market disruption
event and as described under “Supplemental Terms of the Notes — Postponement of a Determination Date — Notes Linked
Solely to an Index” in the accompanying underlying supplement and “General Terms of Notes — Postponement of a Payment
Date” in the accompanying product supplement |
Payment at Maturity:
If the Final Value is greater than the Strike Value, your payment at
maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return × Upside
Leverage Factor)
If the Final Value is equal to the Strike Value or is less than the
Strike Value but greater than or equal to the Barrier Amount, you will receive the principal amount of your notes at maturity.
If the Final Value is less than the Barrier Amount, your payment at
maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return)
If the Final Value is less than the Barrier Amount, you will lose
more than 35.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
Index Return:
(Final Value – Strike Value)
Strike Value
Strike
Value: The closing level of the Index on the Strike Date, which was 3,951.22. The Strike
Value is not the closing level of the Index on the Pricing Date.
Final
Value: The closing level of the Index on the Observation Date
|
|
PS-1
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
The MerQube
US Large-Cap Vol Advantage Index
The MerQube US
Large-Cap Vol Advantage Index (the “Index”) was developed by MerQube (the “Index Sponsor” and “Index Calculation
Agent”), in coordination with JPMS, and is maintained by the Index Sponsor and is calculated and published by the Index Calculation
Agent. The Index was established on February 11, 2022. An affiliate of ours currently has a 10% equity interest in the Index Sponsor,
with a right to appoint an employee of JPMS, another of our affiliates, as a member of the board of directors of the Index Sponsor.
The Index attempts
to provide a dynamic rules-based exposure to an unfunded rolling position in E-mini® S&P 500® futures
(the “Futures Contracts”), which reference the S&P 500® Index, while targeting a level of implied volatility,
with a maximum exposure to the Futures Contracts of 500% and a minimum exposure to the Futures Contracts of 0%. The Index is subject to
a 6.0% per annum daily deduction. The S&P 500® Index consists of stocks of 500 companies selected to provide a performance
benchmark for the U.S. equity markets. For more information about the Futures Contracts and the S&P 500® Index, see
“Background on E-mini® S&P 500® Futures” and “Background on the S&P 500®
Index,” respectively, in the accompanying underlying supplement.
On each weekly
Index rebalance day, the exposure to the Futures Contracts is set equal to (a) the 35% implied volatility target (the “target volatility”)
divided by (b) the one-week implied volatility of the SPDR® S&P 500® ETF Trust (the “SPY
Fund”), subject to a maximum exposure of 500%. For example, if the implied volatility of the SPY Fund is equal to 17.5%, the exposure
to the Futures Contracts will equal 200% (or 35% / 17.5%) and if the implied volatility of the SPY Fund is equal to 40%, the exposure
to the Futures Contracts will equal 87.5% (or 35% / 40%). The Index’s exposure to the Futures Contracts will be greater than 100%
when the implied volatility of the SPY Fund is below 35%, and the Index’s exposure to the Futures Contracts will be less than 100%
when the implied volatility of the SPY Fund is above 35%. In general, the Index’s target volatility feature is expected to result
in the volatility of the Index being more stable over time than if no target volatility feature were employed. No assurance can be provided
that the volatility of the Index will be stable at any time.
The investment
objective of the SPY Fund is to provide investment results that, before expenses, correspond generally to the price and yield performance
of the S&P 500® Index. For more information about the SPY Fund, see “Background on the SPDR® S&P
500® ETF Trust” in the accompanying underlying supplement. The Index uses the implied volatility of the SPY Fund
as a proxy for the volatility of the Futures Contracts.
The 6.0% per
annum daily deduction will offset any appreciation of the Futures Contracts, will heighten any depreciation of the Futures Contracts and
will generally be a drag on the performance of the Index. The Index will trail the performance of an identical index without a deduction.
Holding the estimated
value of the notes and market conditions constant, the Upside Leverage Factor, the Barrier Amount and the other economic terms available
on the notes are more favorable to investors than the terms that would be available on a hypothetical note issued by us linked to an identical
index without a daily deduction. However, there can be no assurance that any improvement in the terms of the notes derived from
the daily deduction will offset the negative effect of the daily deduction on the performance of the Index. The return on the notes
may be lower than the return on a hypothetical note issued by us linked to an identical index without a daily deduction.
The daily deduction
and the volatility of the Index (as influenced by the Index’s target volatility feature) are two of the primary variables that affect
the economic terms of the notes. Additionally, the daily deduction and volatility of the Index are two of the inputs our affiliates’
internal pricing models use to value the derivative or derivatives underlying the economic terms of the notes for purposes of determining
the estimated value of the notes set forth on the cover of this pricing supplement. The daily deduction will effectively reduce
the value of the derivative or derivatives underlying the economic terms of the notes. See “The Estimated Value of the Notes”
and “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes”
in this pricing supplement.
The Index is subject to risks associated with the
use of significant leverage. In addition, the Index may be significantly uninvested on any given day, and, in that case, will realize
only a portion of any gains due to appreciation of the Futures Contracts on that day. The index deduction is deducted daily at a rate
of 6.0% per annum, even when the Index is not fully invested.
No assurance can be given that the investment strategy
used to construct the Index will achieve its intended results or that the Index will be successful or will outperform any alternative
index or strategy that might reference the Futures Contracts.
For additional
information about the Index, see “The MerQube Vol Advantage Index Series” in the accompanying underlying supplement.
|
PS-2
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
Supplemental Terms of the Notes
The notes are not futures contracts or swaps and
are not regulated under the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”). The notes are offered
pursuant to an exemption from regulation under the Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is
available to securities that have one or more payments indexed to the value, level or rate of one or more commodities, as set out in section
2(f) of that statute. Accordingly, you are not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated
by the Commodity Futures Trading Commission.
Any values of the Index, 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.
Hypothetical
Payout Profile
The following table and graph illustrate the hypothetical
total return and payment at maturity on the notes linked to a hypothetical Index. 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. The hypothetical total returns and payments set forth below assume the following:
| · | a Strike Value of 100.00; |
| · | an Upside Leverage Factor of 2.21; and |
| · | a Barrier Amount of 65.00 (equal to 65.00% of the hypothetical Strike Value). |
The hypothetical Strike Value of 100.00 has been
chosen for illustrative purposes only and does not represent the actual Strike Value. The actual Strike Value is the closing level of
the Index on the Strike Date and is specified under “Key Terms — Strike Value” in this pricing supplement. For historical
data regarding the actual closing levels of the Index, please see the historical information set forth under “Hypothetical Back-Tested
Data and Historical Information” in this pricing supplement.
Each hypothetical total return or hypothetical 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 graph have been rounded for ease of analysis.
| Final Value |
Index Return |
Total Return on the Notes |
Payment at Maturity |
| 165.00 |
65.00% |
143.65% |
$2,436.50 |
| 150.00 |
50.00% |
110.50% |
$2,105.00 |
| 140.00 |
40.00% |
88.40% |
$1,884.00 |
| 130.00 |
30.00% |
66.30% |
$1,663.00 |
| 120.00 |
20.00% |
44.20% |
$1,442.00 |
| 110.00 |
10.00% |
22.10% |
$1,221.00 |
| 105.00 |
5.00% |
11.05% |
$1,110.50 |
| 101.00 |
1.00% |
2.21% |
$1,022.10 |
| 100.00 |
0.00% |
0.00% |
$1,000.00 |
| 95.00 |
-5.00% |
0.00% |
$1,000.00 |
| 90.00 |
-10.00% |
0.00% |
$1,000.00 |
| 80.00 |
-20.00% |
0.00% |
$1,000.00 |
| 70.00 |
-30.00% |
0.00% |
$1,000.00 |
| 65.00 |
-35.00% |
0.00% |
$1,000.00 |
| 64.99 |
-35.01% |
-35.01% |
$649.90 |
| 60.00 |
-40.00% |
-40.00% |
$600.00 |
| 50.00 |
-50.00% |
-50.00% |
$500.00 |
| 40.00 |
-60.00% |
-60.00% |
$400.00 |
| 30.00 |
-70.00% |
-70.00% |
$300.00 |
| 20.00 |
-80.00% |
-80.00% |
$200.00 |
| 10.00 |
-90.00% |
-90.00% |
$100.00 |
| 0.00 |
-100.00% |
-100.00% |
$0.00 |
|
PS-3
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
The following graph demonstrates the hypothetical payments
at maturity on the notes for a range of Index Returns. There can be no assurance that the performance of the Index will result in the
return of any of your principal amount.
How the Notes
Work
Upside Scenario:
If the Final Value is greater than the Strike Value,
investors will receive at maturity the $1,000 principal amount plus a return equal to the Index Return times the Upside
Leverage Factor of 2.21.
| · | If the closing level of the Index increases 10.00%, investors will receive at maturity a return equal to 22.10%, or $1,221.00 per
$1,000 principal amount note. |
Par Scenario:
If the Final Value is equal to the Strike Value or is
less than the Strike Value but greater than or equal to the Barrier Amount of 65.00% of the Strike Value, investors will receive at maturity
the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Barrier Amount of
65.00% of the Strike Value, investors will lose 1% of the principal amount of their notes for every 1% that the Final Value is less than
the Strike Value.
| · | For example, if the closing level of the Index declines 60.00%, investors will lose 60.00% of their principal amount and receive only
$400.00 per $1,000 principal amount note at maturity. |
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 the fees or
expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns
and hypothetical payments shown above would 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, product
supplement and underlying 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 Value is less than the Barrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final
Value is less than the Strike Value. Accordingly, under these circumstances, you will lose more than 35.00% of your principal amount at
maturity and could lose all of your principal amount at maturity.
|
PS-4
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
| · | THE LEVEL OF THE INDEX WILL INCLUDE A 6.0% PER ANNUM DAILY DEDUCTION — |
The Index is subject to a 6.0% per annum daily
deduction. The level of the Index will trail the value of an identically constituted synthetic portfolio that is not subject to any such
deduction.
The index deduction will place a significant
drag on the performance of the Index, potentially offsetting positive returns on the Index’s investment strategy, exacerbating negative
returns of its investment strategy and causing the level of the Index to decline steadily if the return of its investment strategy is
relatively flat. The Index will not appreciate unless the return of its investment strategy is sufficient to offset the negative effects
of the index deduction, and then only to the extent that the return of its investment strategy is greater than the index deduction. As
a result of the index deduction, the level of the Index may decline even if the return of its investment strategy is positive.
The daily deduction is one of the inputs our
affiliates’ internal pricing models use to value the derivative or derivatives underlying the economic terms of the notes for purposes
of determining the estimated value of the notes set forth on the cover of this pricing supplement. The daily deduction will effectively
reduce the value of the derivative or derivatives underlying the economic terms of the notes. See “The Estimated Value of the Notes”
and “— Risks Relating to the Estimated Value and Secondary Market Prices of the Notes” in this pricing supplement.
| · | 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 BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE — |
If the Final Value is less than the Barrier Amount,
the benefit provided by the Barrier Amount will terminate and you will be fully exposed to any depreciation of the Index.
| · | THE NOTES DO NOT PAY INTEREST. |
| · | YOU WILL NOT RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS ON THE SECURITIES UNDERLYING THE S&P 500® INDEX OR HAVE
ANY RIGHTS WITH RESPECT TO THOSE SECURITIES OR THE FUTURES CONTRACTS UNDERLYING THE INDEX. |
| · | THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE BARRIER AMOUNT IS GREATER IF THE LEVEL OF THE INDEX IS VOLATILE. |
| · | JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED RECOMMENDATIONS THAT ARE INCONSISTENT WITH
INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN THE FUTURE — |
Any research, opinions or recommendations could
affect the market value of the notes. Investors should undertake their own independent investigation of the merits of investing in the
notes, the Index and the futures contracts composing the Index.
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.
|
PS-5
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
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.
An affiliate of ours currently has a 10% equity
interest in the Index Sponsor, with a right to appoint an employee of JPMS, another of our affiliates, as a member of the board of directors
of the Index Sponsor. The Index Sponsor can implement policies, make judgments or enact changes to the Index methodology that could negatively
affect the performance of the Index. The Index Sponsor can also alter, discontinue or suspend calculation or dissemination of the Index.
Any of these actions could adversely affect the value of the notes. The Index Sponsor has no obligation to consider your interests in
calculating, maintaining or revising the Index, and we, JPMS, our other affiliates and our respective employees are under no obligation
to consider your interests as an investor in the notes in connection with the role of our affiliate as an owner of an equity interest
in the Index Sponsor or the role of an employee of JPMS as a member of the board of directors of the Index Sponsor.
In addition, JPMS worked with the Index Sponsor
in developing the guidelines and policies governing the composition and calculation of the Index. Although judgments, policies and determinations
concerning the Index were made by JPMS, JPMorgan Chase & Co., as the parent company of JPMS, ultimately controls JPMS. The
policies and judgments for which JPMS was responsible could have an impact, positive or negative, on the level of the Index and the value
of your notes. JPMS is under no obligation to consider your interests as an investor in the notes in its role in developing the guidelines
and policies governing the Index or making judgments that may affect the level of the Index.
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.
| · | 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).
|
PS-6
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
| · | 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 level of the Index. 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 Index
| · | JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX, |
but JPMorgan Chase & Co. will not
have any obligation to consider your interests in taking any corporate action that might affect the level of the S&P 500®
Index.
| · | THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED IN RESPECT OF THE FUTURES CONTRACTS
— |
No assurance can be given that the investment
strategy on which the Index is based will be successful or that the Index will outperform any alternative strategy that might be employed
with respect to the Futures Contracts.
| · | THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY — |
No assurance can be given that the Index will
maintain an annualized realized volatility that approximates its target volatility of 35%. The Index’s target volatility is a level
of implied volatility and therefore the actual realized volatility of the Index may be greater or less than the target volatility. On
each weekly Index rebalance day, the Index’s exposure to the Futures Contracts is set equal to (a) the 35% implied volatility target
divided by (b) the one-week implied volatility of the SPY Fund, subject to a maximum exposure of 500%. The Index uses the implied
volatility of the SPY Fund as a proxy for the volatility of the Futures Contracts. However, there is no guarantee that the methodology
used by the Index to determine the implied volatility of the SPY Fund will be representative of the implied or realized volatility of
the Futures Contracts. The performance of the SPY Fund may not correlate with the performance of the Futures Contracts, particularly during
periods of market volatility. In addition, the volatility of the Futures Contracts on any day may change quickly and unexpectedly and
realized volatility may differ significantly from implied volatility. In general, over time, the realized volatilities of the SPY Fund
and the Futures Contracts have tended to be lower than their respective implied volatilities; however, at any time those realized volatilities
may exceed their respective implied volatilities, particularly during periods of market volatility. Accordingly, the actual annualized
realized volatility of the Index may be greater than or less than the target volatility, which may adversely affect the level of the Index
and the value of the notes.
| · | THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE — |
On a weekly Index rebalance day, the Index will
employ leverage to increase the exposure of the Index to the Futures Contracts if the implied volatility of the SPY Fund is below 35%,
subject to a maximum exposure of 500%. Under normal market conditions in the past, the SPY Fund has tended to exhibit an implied volatility
below 35%. Accordingly, the Index has generally employed leverage in the past, except during periods of elevated volatility. When leverage
is employed, any movements in the prices of the Futures Contracts will result in greater changes in the level of the Index than if leverage
were not used. In particular, the use of leverage will magnify any negative performance of the Futures Contracts, which, in turn, would
negatively affect the performance of the Index. Because the Index’s leverage is adjusted only on a weekly basis, in situations where
a significant increase in volatility is accompanied by a significant decline in the value of the Futures Contracts, the level of the Index
may decline significantly before the following Index rebalance day when the Index’s exposure to the Futures Contracts would be reduced.
|
PS-7
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
| · | THE INDEX MAY BE SIGNIFICANTLY UNINVESTED — |
On a weekly Index rebalance day, the Index’s
exposure to the Futures Contracts will be less than 100% when the implied volatility of the SPY Fund is above 35%. If the Index’s
exposure to the Futures Contracts is less than 100%, the Index will not be fully invested, and any uninvested portion will earn no return.
The Index may be significantly uninvested on any given day, and will realize only a portion of any gains due to appreciation of the Futures
Contracts on any such day. The 6.0% per annum deduction is deducted daily, even when the Index is not fully invested.
| · | THE INDEX MAY BE ADVERSELY AFFECTED IF LATER FUTURES CONTRACTS HAVE HIGHER PRICES THAN AN EXPIRING FUTURES CONTRACT INCLUDED IN
THE INDEX — |
As the Futures Contracts included in the Index
come to expiration, they are replaced by Futures Contracts that expire three months later. This is accomplished by synthetically selling
the expiring Futures Contract and synthetically purchasing the Futures Contract that expires three months from that time. This process
is referred to as “rolling.” Excluding other considerations, if the market for the Futures Contracts is in “contango,”
where the prices are higher in the distant delivery months than in the nearer delivery months, the purchase of the later Futures Contract
would take place at a price that is higher than the price of the expiring Futures Contract, thereby creating a negative “roll yield.”
In addition, excluding other considerations, if the market for the Futures Contracts is in “backwardation,” where the prices
are lower in the distant delivery months than in the nearer delivery months, the purchase of the later Futures Contract would take place
at a price that is lower than the price of the expiring Futures Contract, thereby creating a positive “roll yield.” The presence
of contango in the market for the Futures Contracts could adversely affect the level of the Index and, accordingly, any payment on the
notes.
| · | THE INDEX IS AN EXCESS RETURN INDEX THAT DOES NOT REFLECT “TOTAL RETURNS” — |
The
Index is an excess return index that does not reflect total returns. The return from investing in futures contracts derives from three
sources: (a) changes in the price of the relevant futures contracts (which is known as the “price return”); (b) any profit
or loss realized when rolling the relevant futures contracts (which is known as the “roll return”); and (c) any interest earned
on the cash deposited as collateral for the purchase of the relevant futures contracts (which is known as the “collateral return”).
The
Index measures the returns accrued from investing in uncollateralized futures contracts (i.e., the sum of the price return and
the roll return associated with an investment in the Futures Contracts). By contrast, a total return index, in addition to reflecting
those returns, would also reflect interest that could be earned on funds committed to the trading of the Futures Contracts (i.e.,
the collateral return associated with an investment in the Futures Contracts). Investing in the notes will not generate the same return
as would be generated from investing in a total return index related to the Futures Contracts.
| · | CONCENTRATION RISKS ASSOCIATED WITH THE INDEX MAY ADVERSELY AFFECT THE VALUE OF YOUR NOTES — |
The Index generally provides exposure to a single
futures contract on the S&P 500® Index that trades on the Chicago Mercantile Exchange. Accordingly, the notes are less
diversified than other funds, investment portfolios or indices investing in or tracking a broader range of products and, therefore, could
experience greater volatility. You should be aware that other indices may be more diversified than the Index in terms of both the number
and variety of futures contracts. You will not benefit, with respect to the notes, from any of the advantages of a diversified investment
and will bear the risks of a highly concentrated investment.
| · | THE INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FUTURES CONTRACTS, INCLUDING VOLATILITY — |
The Index tracks the returns of futures contracts.
The price of a futures contract depends not only on the price of the underlying asset referenced by the futures contract, but also on
a range of other factors, including but not limited to changing supply and demand relationships, interest rates, governmental and regulatory
policies and the policies of the exchanges on which the futures contracts trade. In addition, the futures markets are subject to temporary
distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators
and government regulation and intervention. These factors and others can cause the prices of futures contracts to be volatile.
| · | SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN FUTURES CONTRACTS MAY ADVERSELY AFFECT THE VALUE OF YOUR NOTES — |
Futures markets like the Chicago Mercantile Exchange,
the market for the Futures Contracts, are subject to temporary distortions or other disruptions due to various factors, including the
lack of liquidity in the markets, the participation of speculators, and government regulation and intervention. In addition, futures exchanges
have regulations that limit the amount of fluctuation in some futures contract prices that may occur during a single day. These limits
are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given
day as a result of these limits is referred to as a “limit price.” Once the limit price has been reached in a particular contract,
no trades may be made at a price beyond the limit, or trading may be limited for a set period of time. Limit prices have the effect of
precluding trading in a particular contract or forcing the liquidation
|
PS-8
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
of contracts at potentially disadvantageous times or prices. These
circumstances could affect the level of the Index and therefore could affect adversely the value of your notes.
| · | THE OFFICIAL SETTLEMENT PRICE AND INTRADAY TRADING PRICES OF THE RELEVANT FUTURES CONTRACTS MAY NOT BE READILY AVAILABLE — |
The official settlement price and intraday trading
prices of the Futures Contracts are calculated and published by the Chicago Mercantile Exchange and are used to calculate the levels of
the Index. Any disruption in trading of the Futures Contracts could delay the release or availability of the official settlement price
and intraday trading prices and may delay or prevent the calculation of the Index.
| · | CHANGES IN THE MARGIN REQUIREMENTS FOR THE FUTURES CONTRACTS INCLUDED IN THE INDEX MAY ADVERSELY AFFECT THE VALUE OF THE NOTES
— |
Futures exchanges require market participants
to post collateral in order to open and to keep open positions in futures contracts. If an exchange changes the amount of collateral required
to be posted to hold positions in the Futures Contracts, market participants may adjust their positions, which may affect the prices of
the Futures Contracts. As a result, the level of the Index may be affected, which may adversely affect the value of the notes.
| · | HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND ARE SUBJECT TO INHERENT LIMITATIONS
— |
The hypothetical back-tested performance of the
Index set forth under “Hypothetical Back-Tested Data and Historical Information” in this pricing supplement is purely theoretical
and does not represent the actual historical performance of the Index and has not been verified by an independent third party. Hypothetical
back-tested performance measures have inherent limitations. Hypothetical back-tested performance is derived by means of the retroactive
application of a back-tested model that has been designed with the benefit of hindsight. Alternative modelling techniques might produce
significantly different results and may prove to be more appropriate. Past performance, and especially hypothetical back-tested performance,
is not indicative of future results. This type of information has inherent limitations and you should carefully consider these limitations
before placing reliance on such information.
| o | THE INDEX WAS ESTABLISHED ON FEBRUARY 11, 2022 AND MAY PERFORM IN UNANTICIPATED WAYS. |
| o | HISTORICAL PERFORMANCE OF THE INDEX SHOULD NOT BE TAKEN AS AN INDICATION OF THE FUTURE PERFORMANCE OF THE INDEX DURING THE TERM OF
THE NOTES. |
Please refer to the “Risk Factors”
section of the accompanying underlying supplement for more details regarding the above-listed and other risks.
|
PS-9
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
Hypothetical
Back-Tested Data and Historical Information
The following graph sets forth the hypothetical back-tested
performance of the Index based on the hypothetical back-tested weekly closing levels of the Index from January 4, 2019 through February
4, 2022 and the historical performance of the Index based on the weekly historical closing levels of the Index from February 11, 2022
through November 29, 2024. The Index was established on February 11, 2022, as represented by the vertical line in the following graph.
All data to the left of that vertical line reflect hypothetical back-tested performance of the Index. All data to the right of that vertical
line reflect actual historical performance of the Index. The closing level of the Index on November 29, 2024 was 4,017.23. We obtained
the closing levels above and below from the Bloomberg Professional® service (“Bloomberg”), without independent
verification.
The data for
the hypothetical back-tested performance of the Index set forth in the following graph are purely theoretical and do not represent the
actual historical performance of the Index. See “Selected Risk Considerations — Risks Relating to the Index — Hypothetical
Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations” above.
The hypothetical back-tested and historical closing
levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level
of the Index on the Observation Date. There can be no assurance that the performance of the Index will result in the return of any of
your principal amount.
The hypothetical back-tested closing levels of the
Index have inherent limitations and have not been verified by an independent third party. These hypothetical back-tested closing levels
are determined by means of a retroactive application of a back-tested model designed with the benefit of hindsight. Hypothetical back-tested
results are neither an indicator nor a guarantee of future returns. No representation is made that an investment in the notes will or
is likely to achieve returns similar to those shown. Alternative modeling techniques or assumptions would produce different hypothetical
back-tested closing levels of the Index that might prove to be more appropriate and that might differ significantly from the hypothetical
back-tested closing levels of the Index set forth above.
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
|
PS-10
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
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 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
|
PS-11
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
|
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 “Hypothetical Payout Profile” and “How
the Notes Work” in this pricing supplement for an illustration of the risk-return profile of the notes and “The MerQube US
Large-Cap Vol Advantage Index” 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.
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, the accompanying product supplement and the accompanying underlying supplement and
in Annex A to the
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PS-12
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
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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.
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PS-13
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the MerQube US
Large-Cap Vol Advantage Index |
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S-3
424B2
EX-FILING FEES
333-270004
0000019617
JPMORGAN CHASE & CO
0000019617
2024-12-04
2024-12-04
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 $5,500,000. The prospectus is a final prospectus for the related offering.
|
|
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Alerian Mlp Index ETNs d... (AMEX:AMJB)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Alerian Mlp Index ETNs d... (AMEX:AMJB)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
