September 30, 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC
Structured Investments
$1,260,000
Callable Contingent Interest Notes Linked to the Least
Performing of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF
due October 5, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase
& Co.
| · | The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review
Date, for which the closing price of one share of each of the Global X Copper Miners ETF, the VanEck®
Oil Services ETF and the VanEck® Gold Miners ETF, which we refer to as the Funds, is
greater than or equal to 55.00% of its Initial Value, which we refer to as an Interest Barrier. |
| · | The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other than the first
and final Interest Payment Dates). |
| · | The earliest date on which the notes may be redeemed early is April 3, 2025. |
| · | Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest Payment
may be made with respect to some or all Review Dates. |
| · | Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive Contingent
Interest Payments. |
| · | The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the
credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. |
| · | Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the performance of each
of the Funds individually, as described below. |
| · | Minimum denominations of $1,000 and integral multiples thereof |
| · | The notes priced on September 30, 2024 and are expected to settle on or about October 3, 2024. |
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk
Factors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning
on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing
supplement or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any
representation to the contrary is a criminal offense.
|
Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Issuer |
Per note |
$1,000 |
$18.50 |
$981.50 |
Total |
$1,260,000 |
$23,310 |
$1,236,690 |
(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 $17.50 per $1,000 principal amount note it receives
from us to other affiliated or unaffiliated dealers. JPMS, acting as agent for JPMorgan Financial, will also pay all of the structuring
fee of $1.00 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 $961.40 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing supplement for additional
information.
The notes are not bank deposits, are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Pricing supplement to product supplement no. 4-I dated
April 13, 2023, underlying supplement no. 1-I dated April 13, 2023,
the prospectus and prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
Key Terms
Issuer:
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase &
Co.
Guarantor:
JPMorgan Chase & Co.
Funds:
The Global X Copper Miners ETF (Bloomberg ticker: COPX), the VanEck® Oil Services ETF (Bloomberg
ticker: OIH) and the VanEck® Gold Miners ETF (Bloomberg ticker: GDX)
Contingent
Interest Payments: If the notes have not been previously redeemed early and the closing price of one share of each Fund on
any Review Date is greater than or equal to its Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000
principal amount note a Contingent Interest Payment equal to $23.75 (equivalent to a Contingent Interest Rate of 9.50% per annum, payable
at a rate of 2.375% per quarter).
If the closing price of one share of any Fund on any Review Date is
less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Contingent
Interest Rate: 9.50% per annum, payable at a rate of 2.375% per quarter
Interest Barrier / Trigger Value:
With respect to each Fund, 55.00% of its Initial Value, which is $25.9985 for the Global X Copper Miners ETF, $156.0405 for the VanEck®
Oil Services ETF and $21.901 for the VanEck® Gold Miners ETF
Pricing
Date: September 30, 2024
Original
Issue Date (Settlement Date): On or about October 3, 2024
Review
Dates*: December 30, 2024, March 31, 2025, June 30, 2025, September 30, 2025, December 30, 2025, March 30, 2026, June 30, 2026
and September 30, 2026 (final Review Date)
Interest
Payment Dates*: January 3, 2025, April 3, 2025, July 3, 2025, October 3, 2025, January 5, 2026, April 2, 2026, July 6, 2026
and the Maturity Date
Maturity
Date*: October 5, 2026
* Subject to postponement in the event of a market disruption
event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to Multiple
Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement |
Early Redemption:
We, at our election, may redeem the notes early, in whole but not in
part, on any of the Interest Payment Dates (other than the first and final Interest Payment Dates) at a price, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment, if any, applicable to the immediately preceding Review
Date. If we intend to redeem your notes early, we will deliver notice to The Depository Trust Company, or DTC, at least three business
days before the applicable Interest Payment Date on which the notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value of each
Fund is greater than or equal to its Trigger Value, you will receive a cash payment at maturity, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to the final Review Date.
If the notes have not been redeemed early and the Final Value of any
Fund is less than its Trigger Value, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Fund Return)
If the notes have not been redeemed early and the Final Value of any
Fund is less than its Trigger Value, you will lose more than 45.00% of your principal amount at maturity and could lose all of your principal
amount at maturity.
Least Performing Fund: The
Fund with the Least Performing Fund Return
Least Performing Fund Return: The
lowest of the Fund Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial
Value: With respect to each Fund, the closing price of one share of that Fund on the Pricing Date, which was $47.27 for the
Global X Copper Miners ETF, $283.71 for the VanEck® Oil Services ETF and $39.82 for the VanEck® Gold Miners
ETF
Final
Value: With respect to each Fund, the closing price of one share of that Fund on the final
Review Date
Share
Adjustment Factor: With respect to each Fund, the Share Adjustment Factor is referenced in determining the closing price of
one share of that Fund and is set equal to 1.0 on the Pricing Date. The Share Adjustment Factor of each Fund is subject to adjustment
upon the occurrence of certain events affecting that Fund. See “The Underlyings — Funds — Anti-Dilution Adjustments”
in the accompanying product supplement for further information.
|
PS-1
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
Supplemental Terms of the Notes
Any values of the Funds, and any values derived therefrom,
included in this pricing supplement may be corrected, in the event of manifest error or inconsistency, by amendment of this pricing supplement
and the corresponding terms of the notes. Notwithstanding anything to the contrary in the indenture governing the notes, that amendment
will become effective without consent of the holders of the notes or any other party.
How the
Notes Work
Payment in Connection with the First Review Date
Payments in Connection with Review Dates (Other
than the First and Final Review Dates)
PS-2
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
Payment at Maturity If the Notes Have
Not Been Redeemed Early
Total Contingent Interest Payments
The table below illustrates the hypothetical total
Contingent Interest Payments per $1,000 principal amount note over the term of the notes based on the Contingent Interest Rate of 9.50%
per annum, depending on how many Contingent Interest Payments are made prior to early redemption or maturity.
Number of Contingent
Interest Payments |
Total Contingent Interest
Payments |
8 |
$190.00 |
7 |
$166.25 |
6 |
$142.50 |
5 |
$118.75 |
4 |
$95.00 |
3 |
$71.25 |
2 |
$47.50 |
1 |
$23.75 |
0 |
$0.00 |
PS-3
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
Hypothetical Payout Examples
The following examples illustrate payments on the notes
linked to three hypothetical Funds, assuming a range of performances for the hypothetical Least Performing Fund on the Review Dates. Each
hypothetical payment set forth below assumes that the closing price of one share of each Fund that is not the Least Performing Fund on
each Review Date is greater than or equal to its Initial Value (and therefore its Interest Barrier and Trigger Value).
The hypothetical payments set forth below assume the
following:
| · | the notes have not been redeemed early; |
| · | an Initial Value for the Least Performing Fund of $100.00; |
| · | an Interest Barrier and a Trigger Value for the Least Performing Fund of $55.00 (equal to 55.00% of its hypothetical Initial Value);
and |
| · | a Contingent Interest Rate of 9.50% per annum. |
The hypothetical Initial Value of the Least Performing
Fund of $100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value of any Fund. The actual
Initial Value of each Fund is the closing price of one share of that Fund on the Pricing Date and is specified under “Key Terms
— Initial Value” in this pricing supplement. For historical data regarding the actual closing prices of one share of each
Fund, please see the historical information set forth under “The Funds” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative
purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing in the following examples
have been rounded for ease of analysis.
Example 1 — Notes have NOT been redeemed early
and the Final Value of the Least Performing Fund is greater than or equal to its Trigger Value.
Date |
Closing Price of One Share of
Least Performing Fund |
Payment (per $1,000 principal amount note) |
First Review Date |
$95.00 |
$23.75 |
Second Review Date |
$85.00 |
$23.75 |
Third through Seventh Review Dates |
Less than Interest Barrier |
$0 |
Final Review Date |
$90.00 |
$1,023.75 |
|
Total Payment |
$1,071.25 (7.125% return) |
Because the notes have not been redeemed early and
the Final Value of the Least Performing Fund is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000 principal
amount note, will be $1,023.75 (or $1,000 plus the Contingent Interest Payment applicable to the final Review Date). When added
to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000 principal
amount note, is $1,071.25.
Example
2 — Notes have NOT been redeemed early and the Final Value of the Least Performing Fund is less than its Trigger Value.
Date |
Closing Price of One Share of
Least Performing Fund |
Payment (per $1,000 principal amount note) |
First Review Date |
$40.00 |
$0 |
Second Review Date |
$45.00 |
$0 |
Third through Seventh Review Dates |
Less than Interest Barrier |
$0 |
Final Review Date |
$40.00 |
$400.00 |
|
Total Payment |
$400.00 (-60.00% return) |
Because the notes have not been redeemed early, the
Final Value of the Least Performing Fund is less than its Trigger Value and the Least Performing Fund Return is -60.00%, the payment at
maturity will be $400.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
PS-4
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
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 and product
supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
| · | YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — |
The notes do not guarantee any return of principal.
If the notes have not been redeemed early and the Final Value of any Fund is less than its Trigger Value, you will lose 1% of the principal
amount of your notes for every 1% that the Final Value of the Least Performing Fund is less than its Initial Value. Accordingly, under
these circumstances, you will lose more than 45.00% of your principal amount at maturity and could lose all of your principal amount at
maturity.
| · | THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL — |
If the notes have not been redeemed early, we
will make a Contingent Interest Payment with respect to a Review Date only if the closing price of one share of each Fund on that Review
Date is greater than or equal to its Interest Barrier. If the closing price of one share of any Fund on that Review Date is less than
its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. Accordingly, if the closing price
of one share of any Fund on each Review Date is less than its Interest Barrier, you will not receive any interest payments over the term
of the notes.
| · | CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. — |
Investors are dependent on our and JPMorgan
Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s
creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of
the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you
under the notes and you could lose your entire investment.
| · | AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS — |
As a finance subsidiary of JPMorgan Chase &
Co., we have no independent operations beyond the issuance and administration of our securities and the collection of intercompany obligations.
Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of JPMorgan
Chase & Co. to make payments under loans made by us to JPMorgan Chase & Co. or under other intercompany agreements. As a result,
we are dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary
of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources
to meet our obligations in respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are
unable to make payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee
will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more information,
see the accompanying prospectus addendum.
| · | THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER THE TERM
OF THE NOTES, |
regardless of any appreciation of any Fund,
which may be significant. You will not participate in any appreciation of any Fund.
| · | YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND — |
Payments on the notes are not linked to a basket
composed of the Funds and are contingent upon the performance of each individual Fund. Poor performance by any of the Funds over the term
of the notes may negatively affect whether you will receive a Contingent Interest Payment on any Interest Payment Date and your payment
at maturity and will not be offset or mitigated by positive performance by any other Fund.
| · | YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND. |
| · | THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE — |
If the Final Value of any Fund is less than
its Trigger Value and the notes have not been redeemed early, the benefit provided by the Trigger Value will terminate and you will be
fully exposed to any depreciation of the Least Performing Fund.
PS-5
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
| · | THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT — |
If we elect to redeem your notes early, the
term of the notes may be reduced to as short as approximately six months and you will not receive any Contingent Interest Payments after
the applicable Interest Payment Date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the
notes at a comparable return and/or with a comparable interest rate for a similar level of risk. Even in cases where we elect to redeem
your notes before maturity, you are not entitled to any fees and commissions described on the front cover of this pricing supplement.
| · | YOU WILL NOT RECEIVE DIVIDENDS ON ANY fund OR THE SECURITIES HELD BY any FUND OR HAVE ANY
RIGHTS WITH RESPECT TO ANY FUND OR THOSE SECURITIES. |
| · | THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER IF THE PRICE
OF ONE SHARE OF THAT FUND IS VOLATILE. |
The notes will not be listed on any securities
exchange. Accordingly, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS
is willing to buy the notes. You may not be able to sell your notes. The notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
We and our affiliates play a variety of roles
in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially
adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in
connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer
to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.
Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes
| · | THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — |
The estimated value of the notes is only an
estimate determined by reference to several factors. The original issue price of the notes exceeds the estimated value of the notes because
costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include
the selling commissions, the structuring fee, 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.
PS-6
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
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 (a) exclude the structuring
fee and (b) 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, structuring fee, projected hedging profits, if any, estimated hedging costs and the prices of one share of the Funds.
Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected
on customer account statements. This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be
willing to purchase your notes in the secondary market. See “Risk Factors — Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in
the accompanying product supplement.
Risks Relating to the Funds
| · | THERE ARE RISKS ASSOCIATED WITH THE FUNDS — |
The Funds are subject to management risk, which
is the risk that the investment strategies of the applicable Fund’s investment adviser, the implementation of which is subject to
a number of constraints, may not produce the intended results. These constraints could adversely affect the market prices of the shares
of the Funds and, consequently, the value of the notes.
| · | THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE
OF THAT FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET VALUE PER SHARE — |
Each Fund
does not fully replicate its Underlying Index (as defined under “The Funds” below) and may hold securities different from
those included in its Underlying Index. In addition, the performance of each Fund will reflect additional transaction costs and fees that
are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the performance
of each Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying a Fund (such as
mergers and spin-offs) may impact the variance between the performances of that Fund and its Underlying Index. Finally, because the shares
of each Fund are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of
each Fund may differ from the net asset value per share of that Fund.
During
periods of market volatility, securities underlying each Fund may be unavailable in the secondary market, market participants may be unable
to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be adversely affected. This kind
of market volatility may also disrupt the ability of market participants to create and redeem shares of a Fund. Further, market volatility
may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of a Fund. As a
result, under these circumstances, the market value of shares of a Fund may vary substantially from the net asset value per share of that
Fund. For all of the foregoing reasons, the performance of each Fund may not correlate with the performance of its Underlying Index as
well as the net asset value per share of that Fund, which could materially and adversely affect the value of the notes in the secondary
market and/or reduce any payment on the notes.
| · | RISKS ASSOCIATED WITH THE COPPER MINING INDUSTRY WITH RESPECT TO THE GLOBAL X COPPER MINERS ETF — |
All or substantially all of the equity securities
held by the Global X Copper Miners ETF are issued by companies whose primary line of business is directly associated with the copper mining
industry. As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single economic,
political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified
group of issuers. Securities in the Global X Copper Miners ETF’S portfolio may be significantly subject to
the effects of competitive pressures in the copper mining industry and the price of copper. The price of copper may be affected
by changes in inflation rates, interest rates, monetary policy, economic conditions and political stability. Commodity prices may
fluctuate substantially over short periods of time; therefore, the Global X Copper Miners ETF’s share price may be more volatile
than other types of investments. In addition, metals and mining companies may
PS-7
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
also be significantly affected by import controls, worldwide
competition, liability for environmental damage, depletion of resources and mandated expenditures for safety and pollution control devices.
Metals and mining companies may have significant operations in areas at risk for social and political unrest, security concerns
and environmental damage. These companies may also be at risk for increased government regulation and intervention. Furthermore,
the exploration and development of mineral deposits involve significant financial risks over a significant period of time, which even
a combination of careful evaluation, experience and knowledge may not eliminate. Few properties that are explored are ultimately
developed into producing mines. Major expenditures may be required to establish reserves by drilling and to construct mining and
processing facilities at a site. In addition, mineral exploration companies typically operate at a loss and are dependent on securing
equity and/or debt financing, which might be more difficult to secure for an exploration company than for a more established counterpart.
These factors could affect the copper mining industry and could affect the value of the equity securities held by the Global X Copper
Miners ETF and the price of the Global X Copper Miners ETF during the term of the notes, which may adversely affect the value of your
notes.
| · | NON-U.S. SECURITIES RISK — |
Some of
the equity securities held by the Funds have been issued by non-U.S. companies. Investments in securities linked to the value of such
non-U.S. equity securities involve risks associated with the home countries and/or the securities markets in the home countries of the
issuers of those non-U.S. equity securities. 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.
| · | EMERGING MARKETS RISK WITH RESPECT TO THE GLOBAL X COPPER MINERS ETF— |
Some of the equity securities held by the
Global X Copper Miners ETF have been issued by non-U.S. companies located in emerging markets countries. Countries with emerging
markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership
and prohibitions on the repatriation of assets, and may have less protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a
small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation
of holdings difficult or impossible at times.
| · | THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE GLOBAL X COPPER MINERS ETF AND THE VANECK® GOLD
MINERS ETF — |
Because the prices of the non-U.S. equity
securities held by each of the Global X Copper Miners ETF and the VanEck® Gold Miners ETF are converted into U.S. dollars
for purposes of calculating the net asset value of that Fund, holders of the notes will be exposed to currency exchange rate risk with
respect to each of the currencies in which the non-U.S. equity securities held by that Fund trade. Your net exposure will depend
on the extent to which those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity securities held
by the relevant Fund denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens
against those currencies, the price of the relevant Fund will be adversely affected and any payment on the notes may be reduced.
| · | RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE GLOBAL X COPPER MINERS ETF — |
Pursuant to recent executive orders, U.S.
persons are prohibited from engaging in transactions in, or possession of, publicly traded securities of certain companies that are determined
to be linked to the People’s Republic of China military, intelligence and security apparatus, or securities that are derivative
of, or are designed to provide investment exposure to, those securities. If the issuer of any of the equity securities held by the
Global X Copper Miners ETF is in the future designated as such a prohibited company, the value of that company may be adversely affected,
perhaps significantly, which would adversely affect the performance of the Global X Copper Miners ETF. In addition, under these
circumstances, each of the sponsor of the Underlying Index for the Global X Copper Miners ETF and the Global X Copper Miners ETF is expected
to remove the equity securities of that company from that Underlying Index and the Global X Copper Miners ETF, respectively. Any
changes to the composition of the Global X Copper Miners ETF in response to these executive orders could adversely affect the performance
of the Global X Copper Miners ETF.
| · | RISKS ASSOCIATED WITH THE OIL SERVICES SECTOR WITH RESPECT TO THE VANECK®
OIL SERVICES ETF — |
All or
substantially all of the equity securities held by the VanEck® Oil Services ETF are issued by companies whose primary line
of business is directly associated with the oil services sector. As a result, the value of the notes may be subject to greater volatility
and be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investment
linked to securities of a more broadly diversified group of issuers. The profitability of oil services companies is related to worldwide
energy prices, including all sources of energy, and exploration and production costs. The price of energy, the earnings of oil services
companies, and the value of these companies’ securities are subject to significant volatility. Oil services
PS-8
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
companies are also subject to risks of changes in exchange rates
and the price of oil and gas, changes in prices for competitive energy services, changes in the global supply of and demand for oil and
gas, the imposition of import controls, world events, actions of OPEC, negative perception and publicity, depletion of resources and general
economic conditions, development of alternative energy sources, energy conservation efforts, technological developments and labor relations,
as well as market, economic, social and political risks of the countries where oil services companies are located or do business. Oil
services companies operate in a highly competitive and cyclical industry, with intense price competition. Oil services companies are exposed
to significant and numerous operating hazards. Oil services companies can be significantly affected by natural disasters and adverse weather
conditions in the regions in which they operate. The revenues of oil services companies may be negatively impacted by contract termination
and renegotiation. Oil services companies are subject to, and may be adversely affected by, extensive federal, state, local and foreign
laws, rules and regulations. Oil services companies may also be adversely affected by environmental damage claims and other types of litigation.
Changes to environmental protection laws, including the implementation of policies with less stringent environmental protection standards
and those geared away from sustainable energy development, could lead to fluctuations in supply, demand and prices of oil and gas. The
international operations of oil services companies expose them to risks associated with instability and changes in economic and political
conditions, foreign currency fluctuations, changes in interest rates, changes in foreign regulations and other risks inherent to international
business. Additionally, changes to U.S. trading policies could cause friction with certain oil producing countries and between the governments
of the United States and other major exporters of oil to the United States. Some oil services companies are engaged in other lines of
business unrelated to oil services, and they may experience problems with these lines of business, which could adversely affect their
operating results. The operating results of these companies may fluctuate as a result of these additional risks and events in the other
lines of business. In addition, a company’s ability to engage in new activities may expose it to business risks with which it has
less experience than it has with the business risks associated with its traditional businesses. Despite a company’s possible success
in traditional oil services activities, there can be no assurance that the other lines of business in which these companies are engaged
will not have an adverse effect on a company’s business or financial condition. These factors could affect the oil services sector
and could affect the value of the equity securities held by the VanEck® Oil Services ETF and the price of one share of
the VanEck® Oil Services ETF during the term of the notes, which may adversely affect the value of your notes.
| · | RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE VANECK® GOLD MINERS ETF — |
All or substantially all of the equity securities
held by the VanEck® Gold Miners ETF are issued by companies whose primary line of business is directly associated with
the gold and/or silver mining industries. As a result, the value of the notes may be subject to greater volatility and be more adversely
affected by a single economic, political or regulatory occurrence affecting these industries than a different investment linked to securities
of a more broadly diversified group of issuers. Investments related to gold and silver are considered speculative and are affected by
a variety of factors. Competitive pressures may have a significant effect on the financial condition of gold and silver mining companies.
Also, gold and silver mining companies are highly dependent on the price of gold and silver bullion, respectively, but may also be adversely
affected by a variety of worldwide economic, financial and political factors. The price of gold and silver may fluctuate substantially
over short periods of time, so the Fund’s share price may be more volatile than other types of investments. Fluctuation in the prices
of gold and silver may be due to a number of factors, including changes in inflation, changes in currency exchange rates and changes in
industrial and commercial demand for metals (including fabricator demand). Additionally, increased environmental or labor costs may depress
the value of metal investments. These factors could affect the gold and silver mining industries and could affect the value of the equity
securities held by the VanEck® Gold Miners ETF and the price of the VanEck® Gold Miners ETF during the term
of the notes, which may adversely affect the value of your notes.
| · | THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED — |
The calculation agent will make adjustments to
the Share Adjustment Factor for each Fund for certain events affecting the shares of that Fund. However, the calculation agent will not
make an adjustment in response to all events that could affect the shares of the Funds. If an event occurs that does not require the calculation
agent to make an adjustment, the value of the notes may be materially and adversely affected.
PS-9
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
The Funds
The Global X Copper
Miners ETF is an exchange-traded fund of Global X Funds®, a registered investment company, that seeks to provide investment
results that correspond generally to the price and yield performance, before fees and expenses, of the Solactive Global Copper Miners
Total Return Index, which we refer to as the Underlying Index with respect to the Global X Copper Miners ETF. The Solactive Global Copper
Miners Total Return Index is a modified market capitalization-weighted index that is designed to track the performance of international
companies active in the exploration, mining and/or refining of copper. For additional information about the Global X Copper Miners ETF,
see Annex A in this pricing supplement.
The VanEck® Oil Services ETF is an exchange-traded
fund of the VanEck® ETF Trust, a registered investment company, that seeks to replicate as closely as possible, before
fees and expenses, the price and yield performance of the MVIS® US Listed Oil Services 25 Index, which we refer to as the
Underlying Index with respect to the VanEck® Oil Services ETF. The MVIS® US Listed Oil Services 25 Index
is designed to track the performance of the largest and most liquid U.S.-listed companies that derive at least 50% (25% for current components)
of their revenues from oil services to the upstream oil sector. For additional information about the VanEck® Oil Services
ETF, see “Fund Descriptions — The VanEck® ETFs” in the accompanying underlying supplement.
The VanEck®
Gold Miners ETF is an exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to replicate
as closely as possible, before fees and expenses, the price and yield performance of the NYSE Arca Gold Miners Index, which we refer to
as the Underlying Index with respect to the VanEck® Gold Miners ETF. The NYSE Arca Gold Miners Index is a modified market
capitalization weighted index composed of publicly traded companies involved primarily in the mining of gold or silver. For additional
information about VanEck® Gold Miners ETF, see “Fund Descriptions — The VanEck® ETFs”
in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance
of each Fund based on the weekly historical closing prices of one share of each Fund from January 4, 2019 through September 20, 2024.
The closing price of one share of the Global X Copper Miners ETF on September 30, 2024 was $47.27. The closing price of one share of the
VanEck® Oil Services ETF on September 30, 2024 was $283.71. The closing price of one share of the VanEck®
Gold Miners ETF on September 30, 2024 was $39.82. We obtained the closing prices above and below from the Bloomberg Professional®
service (“Bloomberg”), without independent verification. The closing prices above and below may have been adjusted by Bloomberg
for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each
Fund should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one share of
any Fund on any Review Date. There can be no assurance that the performance of the Funds will result in the return of any of your principal
amount or the payment of any interest.
PS-10
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
Tax Treatment
You should review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. In determining our reporting
responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent
coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled “Material U.S. Federal
Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward Contracts with Associated Contingent
Coupons” in the accompanying product supplement. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel,
we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a court may adopt, in which
case the timing and character of any income or loss on the notes could be materially 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
and the relevance of factors such as the nature of the underlying property to which the instruments are linked. 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 affect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussions
above and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rules
under Section 451(b) of the Code. 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 the notice described above.
PS-11
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
Non-U.S. Holders — Tax Considerations.
The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to take a
position that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is provided), it
is expected that withholding agents will (and we, if we are the withholding agent, intend to) withhold on any Contingent Interest Payment
paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an applicable income tax treaty under an “other
income” or similar provision. We will not be required to pay any additional amounts with respect to amounts withheld. In order to
claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the notes must comply with certification requirements
to establish that it is not a U.S. person and is eligible for such an exemption or reduction under an applicable tax treaty. If you are
a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment of the notes, including the possibility of obtaining
a refund of any withholding tax and the certification requirement described above.
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.
In the event of any withholding on the notes, we
will not be required to pay any additional amounts with respect to amounts so withheld.
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 and the structuring fee 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
PS-12
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
notes. Because hedging our obligations entails risk and may be influenced
by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss.
A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated
dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than
the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact any
secondary market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying
product supplement. In addition, we generally expect that some of the costs included in the original issue price of the notes will be
partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial
predetermined period. These costs can include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated
hedging costs and our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is
intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects
the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs
of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and
Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited
Time Period” in this pricing supplement.
Supplemental
Use of Proceeds
The notes are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the notes. See “How the Notes Work” and “Hypothetical
Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Funds”
in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the
estimated value of the notes plus the selling commissions and the structuring fee 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
Plan of Distribution
JPMS, acting
as agent for JPMorgan Financial, will pay all of the selling commissions of $17.50 per $1,000 principal amount note it receives from us
to other affiliated or unaffiliated dealers. JPMS, acting as agent for JPMorgan Financial, will also pay all of the structuring fee of
$1.00 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.
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.
PS-13
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
Additional
Terms Specific to the Notes
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which
these notes are a part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement
and the accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the
notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or
indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other
educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors”
sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus
addendum, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at
www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is
1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and
“our” refer to JPMorgan Financial.
PS-14
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
Annex A
The Global
X Copper Miners ETF
All information contained in this pricing supplement
regarding the Global X Copper Miners ETF (the “Copper Miners ETF”) has been derived from publicly available information, without
independent verification. This information reflects the policies of, and is subject to change by Global X Funds® (the “Global
X Trust”) and Global X Management Company LLC (“Global X Management”). Global X Management is currently the investment
adviser to the Copper Miners ETF. The Copper Miners ETF is an exchange-traded fund that trades on NYSE Arca, Inc. under the ticker symbol
“COPX.”
The Copper Miners ETF seeks to provide investment results
that correspond generally to the price and yield performance, before fees and expenses, of the Solactive Global Copper Miners Total Return
Index (the “Copper Miners Index”). The Copper Miners Index is a modified market
capitalization weighted index that is designed to track the performance of international companies active in the exploration, mining and/or
refining of copper.
Global X Management uses a “passive” or
indexing approach to try to achieve the Copper Miners ETF’s investment objective. The Copper Miners ETF generally will use a replication
strategy. A replication strategy is an indexing strategy that involves investing in the securities of the Copper Miners Index in approximately
the same proportions as in the Copper Miners Index. However, the Copper Miners ETF may utilize a representative sampling strategy with
respect to the Copper Miners Index when a replication strategy might be detrimental or disadvantageous to shareholders of the Copper Miners
ETF, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate
the Copper Miners Index, in instances in which a security in the Copper Miners Index becomes temporarily illiquid, unavailable or less
liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the Copper Miners
ETF but not the Copper Miners Index.
Tracking error is the divergence of the Copper Miners
ETF’s performance from that of the Copper Miners Index. Tracking error may occur because of differences between the securities and
other instruments held in the Copper Miners ETF’s portfolio and those included in the Copper Miners Index, pricing differences (including
differences between a security’s price at the local market close and the Copper Miners ETF’s valuation of a security at the
time of calculation of the Copper Miners ETF’s net asset value), transaction costs incurred by the Copper Miners ETF, the Copper
Miners ETF’s holding of uninvested cash, size of the Copper Miners ETF, differences in timing of the accrual of or the valuation
of dividends or interest, tax gains or losses, changes to the Copper Miners Index or the costs to the Copper Miners ETF of complying with
various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual
market conditions. Tracking error also may result because the Copper Miners ETF incurs fees and expenses, while the Copper Miners Index
does not. Exchange-traded funds that track indices with significant weight in emerging markets issuers may experience higher tracking
error than other exchange-traded funds that do not track such indices.
The Global X Trust is a registered investment company
that consists of numerous separate investment portfolios, including the Copper Miners ETF. Information provided to or filed with the SEC
by the Global X Trust pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, can be located
by reference to the SEC file numbers 333-151713 and 811-22209, respectively, through the SEC’s website at http://www.sec.gov.
PS-15
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the Global X Copper Miners ETF, the VanEck® Oil Services ETF and the VanEck® Gold Miners ETF |
|
S-3
424B2
EX-FILING FEES
333-270004
0000019617
JPMORGAN CHASE & CO
0000019617
2024-10-02
2024-10-02
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 $1,260,000. The prospectus is a final prospectus for the related offering.
|
|
v3.24.3
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_FeeExhibitTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:feeExhibitTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_RegnFileNb |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_SubmissionLineItems |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_SubmissnTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.3
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FeesSummaryLineItems |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FnlPrspctsFlg |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_NrrtvDsclsr |
Namespace Prefix: |
ffd_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_NrrtvMaxAggtOfferingPric |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegative100TMonetary2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Alerian Mlp Index ETNs d... (AMEX:AMJB)
過去 株価チャート
から 10 2024 まで 11 2024
Alerian Mlp Index ETNs d... (AMEX:AMJB)
過去 株価チャート
から 11 2023 まで 11 2024