Pricing supplement
To prospectus dated April 13, 2023,
prospectus supplement dated April 13, 2023,
product supplement no. 4-I dated April 13, 2023,
underlying supplement no. 1-I dated April
13, 2023 and
prospectus addendum dated June 3, 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01
Dated July 25, 2024
Rule 424(b)(2)
|
JPMorgan
Chase Financial Company LLC |
Structured
Investments |
$3,136,000 |
Capped
Buffered Equity Notes Linked to the EURO STOXX 50® Index due August 13, 2025 |
Fully
and Unconditionally Guaranteed by JPMorgan Chase & Co. |
General
| · | The
notes are designed for investors who seek unleveraged exposure to any appreciation of the EURO STOXX 50® Index, up to
a maximum return of 34.00%, at maturity. |
| · | Investors
should be willing to forgo interest and dividend payments and, if the Ending Index Level is less than the Initial Index Level by more
than 15.00%, be willing to lose some or all of their principal amount at maturity. |
| · | The
notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the
credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. |
| · | 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. |
Index: |
The EURO STOXX
50® Index (Bloomberg ticker: SX5E) |
Payment
at Maturity: |
If
the Ending Index Level is greater than the Initial Index Level, at maturity you will receive a cash payment that provides you with
a return per $1,000 principal amount note equal to the Index Return, subject to the Maximum Return. Accordingly, under
these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows: |
|
$1,000
+ ($1,000 × Index Return), subject to the Maximum Return |
|
If
the Ending Index Level is equal to the Initial Index Level or is less than the Initial Index Level by up to 15.00%, you will receive
the principal amount of your notes at maturity. |
|
If
the Ending Index Level is less than the Initial Index Level by more than 15.00%, you will lose 1.17647% of the principal amount of
your notes for every 1% that the Ending Index Level is less than the Initial Index Level by more than 15.00%. Under these
circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows: |
|
$1,000
+ [$1,000 × (Index Return + 15.00%) × 1.17647] |
|
You
will lose some or all of your principal amount at maturity if the Ending Index Level is less than the Initial Index Level by more
than 15.00%. |
Maximum
Return: |
34.00%. For
example, if the Index Return is equal to or greater than 34.00%, you will receive the Maximum Return of 34.00%, which entitles you
to a maximum payment at maturity of $1,340.00 per $1,000 |
Buffer
Amount: |
15.00% |
Downside
Leverage Factor: |
1.17647 |
|
Index
Return: |
(Ending Index Level –
Initial Index Level)
Initial Index Level |
|
Initial
Index Level: |
4,811.28,
which was the closing level of the Index on the Pricing Date |
|
Ending
Index Level: |
The closing
level of the Index on the Valuation Date |
|
Pricing
Date: |
July 25, 2024 |
Original
Issue Date: |
On or about July
30, 2024 (Settlement Date) |
Valuation
Date*: |
August 8, 2025 |
Maturity
Date*: |
August 13, 2025 |
CUSIP: |
48135NQ82 |
| * | Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a Determination
Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying
(Other Than a Commodity Index)” and “General Terms of Notes — Postponement
of a Payment Date” in the accompanying product supplement or early acceleration in
the event of a change-in-law event as described under “General Terms of Notes —
Consequences of a Change-in-Law Event” in the accompanying product supplement and “Selected
Risk Considerations — Risks Relating to the Notes Generally — We May Accelerate
Your Notes If a Change-in-Law Event Occurs” in this pricing 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-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 |
$1,000.00 |
$10.00 |
$990.00 |
Total |
$3,136,000.00 |
$31,360.00 |
$3,104,640.00 |
| (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 $981.60 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing supplement
for additional information.
The notes are not bank deposits, are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
![](https://www.sec.gov/Archives/edgar/data/1665650/000101376224001961/image_001.jpg)
Additional Terms Specific to the
Notes
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes, of
which these notes are a part, the accompanying prospectus addendum, and the more detailed information contained in the accompanying product
supplement and the accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains
the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets,
brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the
“Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A
to the accompanying prospectus addendum, as the notes involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at
www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is
1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and
“our” refer to JPMorgan Financial.
JPMorgan Structured Investments — | PS-1 |
Capped Buffered Equity Notes Linked to the EURO STOXX 50® Index | |
What Is the Total Return on the
Notes at Maturity, Assuming a Range of Performances for the Index?
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 hypothetical Initial Index Level of 100.00
and reflects the Maximum Return of 34.00%, the Buffer Amount of 15.00% and the Downside Leverage Factor of 1.17647. The hypothetical
Initial Index Level of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Index Level. 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 in the examples below
have been rounded for ease of analysis.
Ending Index
Level |
Index
Return |
Total
Return |
180.00 |
80.00% |
34.00000% |
170.00 |
70.00% |
34.00000% |
160.00 |
60.00% |
34.00000% |
150.00 |
50.00% |
34.00000% |
140.00 |
40.00% |
34.00000% |
134.00 |
34.00% |
34.00000% |
130.00 |
30.00% |
30.00000% |
120.00 |
20.00% |
20.00000% |
110.00 |
10.00% |
10.00000% |
105.00 |
5.00% |
5.00000% |
102.50 |
2.50% |
2.50000% |
100.00 |
0.00% |
0.00000% |
97.50 |
-2.50% |
0.00000% |
95.00 |
-5.00% |
0.00000% |
90.00 |
-10.00% |
0.00000% |
85.00 |
-15.00% |
0.00000% |
84.99 |
-15.01% |
-0.01176% |
80.00 |
-20.00% |
-5.88235% |
70.00 |
-30.00% |
-17.64705% |
60.00 |
-40.00% |
-29.41175% |
50.00 |
-50.00% |
-41.17645% |
40.00 |
-60.00% |
-52.94115% |
30.00 |
-70.00% |
-64.70585% |
20.00 |
-80.00% |
-76.47055% |
10.00 |
-90.00% |
-88.23525% |
0.00 |
-100.00% |
-100.00000% |
JPMorgan Structured Investments — | PS-2 |
Capped Buffered Equity Notes Linked to the EURO STOXX 50® Index | |
Hypothetical Examples of Amount
Payable at Maturity
The following examples illustrate how the total payment
at maturity in different hypothetical scenarios is calculated.
Example 1: The level of the Index increases from
the Initial Index Level of 100.00 to an Ending Index Level of 105.00.
Because the Ending Index Level of 105.00 is greater
than the Initial Index Level of 100.00 and the Index Return is 5.00%, which does not exceed the Maximum Return of 34.00%, the investor
receives a payment at maturity of $1,050.00 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 × 5.00%)
= $1,050.00
Example 2: The level of the Index decreases from
the Initial Index Level of 100.00 to an Ending Index Level of 85.00.
Although the Index Return is negative, because the Ending
Index Level of 85.00 is less than the Initial Index Level of 100.00 by up to the Buffer Amount of 15.00%, the investor receives a payment
at maturity of $1,000.00 per $1,000 principal amount note.
Example 3: The level of the Index increases from
the Initial Index Level of 100.00 to an Ending Index Level of 140.00.
Because the Ending Index Level of 140.00 is greater
than the Initial Index Level of 100.00 and the Index Return of 40.00% exceeds the Maximum Return of 34.00%, the investor receives a payment
at maturity of $1,340.00 per $1,000 principal amount note, the maximum payment at maturity.
Example 3: The level of the Index decreases from
the Initial Index Level of 100.00 to an Ending Index Level of 60.00.
Because the Ending Index Level of 60.00 is less than
the Initial Index Level of 100.00 by more than the Buffer Amount of 15.00% and the Index Return is -40.00%, the investor receives a payment
at maturity of $705.8825 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-40.00%
+ 15.00%) ×1.17647] = $705.8825
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-3 |
Capped Buffered Equity Notes Linked to the EURO STOXX 50® Index | |
Selected Purchase Considerations
| · | CAPPED
APPRECIATION POTENTIAL —The notes provide the opportunity to earn an unleveraged
return equal to any positive Index Return, up to the Maximum Return of 34.00%. Accordingly,
the maximum payment at maturity is $1,340.00 per $1,000 principal amount note. 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. |
| · | LOSS
OF PRINCIPAL BEYOND BUFFER AMOUNT — We will pay you your principal back at maturity
if the Ending Index Level is equal to the Initial Index Level or is less than the Initial
Index Level by up to the Buffer Amount of 15.00%. If the Ending Index Level is less than
the Initial Index Level by more than the Buffer Amount, for every 1% that the Ending Index
Level is less than the Initial Index Level by more than 15.00%, you will lose an amount equal
to 1.17647% of the principal amount of your notes. Accordingly, you may lose some or all
of your principal amount at maturity. |
| · | RETURN
LINKED TO THE EURO STOXX 50® INDEX — The EURO STOXX 50® Index
consists of 50 component stocks of market sector leaders from within the Eurozone. The EURO
STOXX 50® Index and STOXX® are the intellectual property
(including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors
(the “Licensors”), which are used under license. The notes based on the EURO
STOXX 50® Index are in no way sponsored, endorsed, sold or promoted by
STOXX Limited and its Licensors and neither STOXX Limited nor any of its Licensors shall
have any liability with respect thereto. For additional information about the EURO STOXX
50® Index, see “Equity Index Descriptions — The STOXX Benchmark
Indices” in the accompanying underlying supplement. |
| · | 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, Latham & Watkins LLP, regarding the material U.S. federal
income tax consequences of owning and disposing of notes. |
Based on current market conditions
and the advice of our special tax counsel, we believe 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, 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. In addition, in 2007 Treasury and the IRS released a notice requesting
comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice
focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment.
It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments
are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain
long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments on appropriate
transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should
consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative
treatments and the issues presented by this notice.
Withholding under legislation
commonly referred to as “FATCA” may (if the notes are recharacterized as debt instruments) apply to amounts treated as interest
paid with respect to the notes, as well as to payments of gross proceeds of a taxable disposition, including redemption at maturity,
of a note, although under recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them
pending finalization), no withholding will apply to payments of gross proceeds (other than any amount treated as interest). You should
consult your tax adviser regarding the potential application of FATCA to the notes.
Selected Risk Considerations
An investment in the notes involves significant risks.
Investing in the notes is not equivalent to investing directly in the Index or any of the equity securities included in the Index. 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. The return on the notes at maturity is dependent on the performance of the
Index and will depend on whether, and the extent to which, the Ending Index Level is less
than the Initial Index Level. Your investment will be exposed to a loss on a leveraged basis
if the Ending Index Level is less than the Initial Index Level by more than 15.00%. For every
1% that the Ending Index Level is less than the Initial Index Level by more than 15.00%, |
JPMorgan Structured Investments — | PS-4 |
Capped Buffered Equity Notes Linked to the EURO STOXX 50® Index | |
you
will lose an amount equal to 1.17647% of the principal amount of your notes. Accordingly, you may lose some or all of your principal
amount at maturity.
| · | YOUR
MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN — If the Ending Index
Level is greater than the Initial Index Level, for each $1,000 principal amount note, you
will receive at maturity $1,000 plus an additional return that will not exceed the Maximum
Return of 34.00%, regardless of the appreciation of the Index, which may be significant. |
| · | 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. |
| · | NO
INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you
will not receive interest payments, and you will not have voting rights or rights to receive
cash dividends or other distributions or other rights that holders of the securities included
in the Index would have. |
| · | VOLATILITY
RISK — Greater expected volatility with respect to the Index indicates a greater
likelihood as of the Pricing Date that the Ending Index Level could be less than the Initial
Index Level by more than the Buffer Amount. The Index’s volatility, however,
can change significantly over the term of the notes. The closing level of the Index
could fall sharply during the term of the notes, which could result in your losing some or
all of your principal amount at maturity. |
| · | WE
MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS — Upon the announcement
or occurrence of legal or regulatory changes that the calculation agent determines are likely
to interfere with your or our ability to transact in or hold the notes or our ability to
hedge or perform our obligations under the notes, we may, in our sole and absolute discretion,
accelerate the payment on your notes and pay you an amount determined in good faith and in
a commercially reasonable manner by the calculation agent. If the payment on your notes is
accelerated, your investment may result in a loss and you may not be able to reinvest your
money in a comparable investment. Please see “General Terms of Notes — Consequences
of a Change-in-Law Event” in the accompanying product supplement for more information. |
| · | 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 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. 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. |
JPMorgan Structured Investments — | PS-5 |
Capped Buffered Equity Notes Linked to the EURO STOXX 50® 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 — 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,
dividend rates, 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 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 “— Lack of
Liquidity” below.
| · | 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.
JPMorgan Structured Investments — | PS-6 |
Capped Buffered Equity Notes Linked to the EURO STOXX 50® Index | |
Risks Relating to the Index
| · | NON-U.S.
SECURITIES RISK — The
equity securities included in the Index have been issued by non-U.S. companies. Investments
in securities linked to the value of such non-U.S. equity securities involve risks associated
with the securities markets in the home countries of the issuers of those non-U.S. equity
securities, including risks of volatility in those markets, governmental intervention in
those markets and cross shareholdings in companies in certain countries. Also, there is generally
less publicly available information about companies in some of these jurisdictions than there
is about U.S. companies that are subject to the reporting requirements of the SEC. |
| · | NO
DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES — The value of your notes
will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies
upon which the equity securities included in the Index are based, although any currency fluctuations
could affect the performance of the Index. Therefore, if the applicable currencies appreciate
or depreciate relative to the U.S. dollar over the term of the notes, you will not receive
any additional payment or incur any reduction in any payment on the notes. |
Historical Information
The following graph sets forth the historical performance
of the Index based on the weekly historical closing levels of the Index from January 4, 2019 through July 19, 2024. The closing level
of the Index on July 25, 2024 was 4,811.28.
We obtained the closing levels of the Index above
and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The historical
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 Valuation Date. There can be no assurance that the performance of the Index will result in the return of any of your
principal amount.
![](https://www.sec.gov/Archives/edgar/data/1665650/000101376224001961/image_002.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, 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. 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.
JPMorgan Structured Investments — | PS-7 |
Capped Buffered Equity Notes Linked to the EURO STOXX 50® Index | |
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 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 “What Is the Total Return on the Notes at Maturity,
Assuming a Range of Performances for the Index?” 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
Linked to the EURO STOXX 50® 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.
Supplemental Terms of the Notes
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.
Validity of the Notes and the Guarantee
In the opinion of Latham & Watkins LLP, as special
product counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have been executed
and issued by JPMorgan Financial and authenticated by the trustee pursuant to the indenture, and 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 special product 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 notes 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-8 |
Capped Buffered Equity Notes Linked to the EURO STOXX 50® Index | |
Exhibit 107.1
The pricing supplement to which this Exhibit is
attached is a final prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $3,136,000.
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