July 17, 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC
Structured Investments
$710,000
Callable Contingent Interest
Notes Linked to the Least Performing of the iShares® MSCI Emerging Markets ETF,
the Vanguard Real Estate ETF and the Russell 2000® Index due April 22, 2027
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
value of each of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000®
Index, which we refer to as the Underlyings, is greater than or equal to 70.00% 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
through fifth and final Interest Payment Dates). |
| · | The earliest date on which the notes may be redeemed early is January 23, 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 Underlyings. Payments on the notes are linked to the performance
of each of the Underlyings individually, as described below. |
| · | Minimum denominations of $1,000 and integral multiples thereof |
| · | The notes priced on July 17, 2024 and are expected to settle on or about July 22, 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 |
$27 |
$973 |
Total |
$710,000 |
$19,170 |
$690,830 |
(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 $27.00 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 $953.00 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.
Underlyings:
The iShares® MSCI Emerging Markets ETF (Bloomberg ticker: EEM) and the Vanguard Real Estate
ETF (Bloomberg ticker: VNQ) (each of the iShares® MSCI Emerging Markets ETF and the Vanguard Real Estate ETF, a “Fund”
and collectively, the “Funds”) and the Russell 2000® Index (Bloomberg ticker: RTY) (the “Index”)
(each of the Funds and the Index, an “Underlying” and collectively, the “Underlyings”)
Contingent
Interest Payments: If the notes have not been previously redeemed early and the closing value of each Underlying 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 $6.6667 (equivalent to a Contingent Interest Rate of 8.00% per annum, payable at a
rate of 0.66667% per month).
If the closing value of any Underlying 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: 8.00% per annum, payable at a rate of 0.66667% per month
Interest Barrier: With respect
to each Underlying, 70.00% of its Initial Value, which is $30.499 for iShares® MSCI Emerging Markets ETF, $62.818 for the
Vanguard Real Estate ETF and 1,567.7683 for the Index
Trigger Value: With respect
to each Underlying, 65.00% of its Initial Value, which is $28.3205 for iShares® MSCI Emerging Markets ETF, $58.331 for
the Vanguard Real Estate ETF and 1,455.78485 for the Index
Pricing
Date: July 17, 2024
Original
Issue Date (Settlement Date): On or about July 22, 2024
Review
Dates*: August 19, 2024, September 17, 2024, October 17, 2024, November 18, 2024, December 17, 2024, January 17, 2025, February
18, 2025, March 17, 2025, April 17, 2025, May 19, 2025, June 17, 2025, July 17, 2025, August 18, 2025, September 17, 2025, October 17,
2025, November 17, 2025, December 17, 2025, January 20, 2026, February 17, 2026, March 17, 2026, April 17, 2026, May 18, 2026, June 17,
2026, July 17, 2026, August 17, 2026, September 17, 2026, October 19, 2026, November 17, 2026, December 17, 2026, January 19, 2027, February
17, 2027, March 17, 2027 and April 19, 2027 (final Review Date)
Interest
Payment Dates*: August 22, 2024, September 20, 2024, October 22, 2024, November 21, 2024, December 20, 2024, January 23, 2025,
February 21, 2025, March 20, 2025, April 23, 2025, May 22, 2025, June 23, 2025, July 22, 2025, August 21, 2025, September 22, 2025, October
22, 2025, November 20, 2025, December 22, 2025, January 23, 2026, February 20, 2026, March 20, 2026, April 22, 2026, May 21, 2026, June
23, 2026, July 22, 2026, August 20, 2026, September 22, 2026, October 22, 2026, November 20, 2026, December 22, 2026, January 22, 2027,
February 22, 2027, March 22, 2027 and the Maturity Date
Maturity
Date*: April 22, 2027
* 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 through fifth 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
Underlying 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, if any, applicable to the final Review Date.
If the notes have not been redeemed early and the Final Value of any
Underlying 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 Underlying
Return)
If the notes have not been redeemed early and the Final Value of any
Underlying is less than its Trigger Value, you will lose more than 35.00% of your principal amount at maturity and could lose all of your
principal amount at maturity.
Least Performing Underlying: The
Underlying with the Least Performing Underlying Return
Least Performing Underlying Return: The
lowest of the Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial
Value: With respect to each Underlying, the closing value of that Underlying on the Pricing Date, which was $43.57 for iShares®
MSCI Emerging Markets ETF, $89.74 for the Vanguard Real Estate ETF and 2,239.669 for the Index
Final
Value: With respect to each Underlying, the closing value of that Underlying on the final Review
Date
Share
Adjustment Factor: With respect to each Fund, the Share Adjustment Factor is referenced in
determining the closing value 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 iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
Supplemental
Terms of the Notes
Any values of the Underlyings, 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
Payments in Connection with the
First through Fifth Review Dates
Payments in Connection with Review Dates
(Other than the First through Fifth and Final Review Dates)
PS-2
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
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 8.00% 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 |
33 |
$220.0000 |
32 |
$213.3333 |
31 |
$206.6667 |
30 |
$200.0000 |
29 |
$193.3333 |
28 |
$186.6667 |
27 |
$180.0000 |
26 |
$173.3333 |
25 |
$166.6667 |
24 |
$160.0000 |
23 |
$153.3333 |
22 |
$146.6667 |
21 |
$140.0000 |
20 |
$133.3333 |
19 |
$126.6667 |
18 |
$120.0000 |
17 |
$113.3333 |
16 |
$106.6667 |
15 |
$100.0000 |
14 |
$93.3333 |
13 |
$86.6667 |
12 |
$80.0000 |
PS-3
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
11 |
$73.3333 |
10 |
$66.6667 |
9 |
$60.0000 |
8 |
$53.3333 |
7 |
$46.6667 |
6 |
$40.0000 |
5 |
$33.3333 |
4 |
$26.6667 |
3 |
$20.0000 |
2 |
$13.3333 |
1 |
$6.6667 |
0 |
$0.0000 |
Hypothetical Payout Examples
The following examples illustrate payments on the notes
linked to three hypothetical Underlyings, assuming a range of performances for the hypothetical Least Performing Underlying on the Review
Dates. Each hypothetical payment set forth below assumes that the closing value of each Underlying that is not the Least Performing
Underlying 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 Underlying of 100.00; |
| · | an Interest Barrier for the Least Performing Underlying of 70.00 (equal to 70.00% of its hypothetical Initial Value); |
| · | a Trigger Value for the Least Performing Underlying of 65.00 (equal to 65.00% of its hypothetical Initial Value); and |
| · | a Contingent Interest Rate of 8.00% per annum. |
The hypothetical Initial Value of the Least Performing
Underlying of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value of any Underlying.
The actual Initial Value of each Underlying is the closing value of that Underlying on the Pricing Date and is specified under “Key
Terms — Initial Value” in this pricing supplement. For historical data regarding the actual closing values of each Underlying,
please see the historical information set forth under “The Underlyings” 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 Underlying is greater than or equal to its Trigger Value and its Interest Barrier.
Date |
Closing Value of Least
Performing Underlying |
Payment (per $1,000 principal amount note) |
First Review Date |
95.00 |
$6.6667 |
Second Review Date |
85.00 |
$6.6667 |
Third through Thirty-Second Review Dates |
Less than Interest Barrier |
$0 |
Final Review Date |
90.00 |
$1,006.6667 |
|
Total Payment |
$1,020.00 (2.00% return) |
Because the notes have not been redeemed early and
the Final Value of the Least Performing Underlying is greater than or equal to its Trigger Value and its Interest Barrier, the payment
at maturity, for each $1,000 principal amount note, will be $1,006.6667 (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 $1,020.00.
PS-4
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
Example 2 — Notes have NOT been redeemed early
and the Final Value of the Least Performing Underlying is less than its Interest Barrier but is greater than or equal to its Trigger Value.
Date |
Closing Value of Least
Performing Underlying |
Payment (per $1,000 principal amount note) |
First Review Date |
95.00 |
$6.6667 |
Second Review Date |
80.00 |
$6.6667 |
Third through Thirty-Second Review Dates |
Less than Interest Barrier |
$0 |
Final Review Date |
65.00 |
$1,000.00 |
|
Total Payment |
$1,013.3333 (1.33333% return) |
Because the notes
have not been redeemed early and the Final Value of the Least Performing Underlying is less than its Interest Barrier but is greater than
or equal to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. 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 $1,013.3333.
Example
3 — Notes have NOT been redeemed early and the Final Value of the Least Performing Underlying is less than its Trigger Value.
Date |
Closing Value of Least
Performing Underlying |
Payment (per $1,000 principal amount note) |
First Review Date |
40.00 |
$0 |
Second Review Date |
45.00 |
$0 |
Third through Thirty-Second 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 Underlying is less than its Trigger Value and the Least Performing Underlying Return is -60.00%, the
payment at maturity will be $400.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments
on the notes shown above apply only if you hold the notes for their entire term. 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 Underlying 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 Underlying is less than its Initial Value. Accordingly,
under these circumstances, you will lose more than 35.00% of your principal amount at maturity and could lose all of your principal amount
at maturity.
| · | 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 value of each Underlying on that Review Date
is greater than or equal to its Interest Barrier. If the closing value of any Underlying 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 value of any Underlying
on each Review Date is less than its Interest Barrier, you will not receive any interest payments over the term of the notes.
PS-5
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
| · | 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 Underlying,
which may be significant. You will not participate in any appreciation of any Underlying.
| · | YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING — |
Payments on the notes are not linked to a basket
composed of the Underlyings and are contingent upon the performance of each individual Underlying. Poor performance by any of the Underlyings
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 Underlying.
| · | YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING. |
| · | THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE — |
If the Final Value of any Underlying 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 Underlying.
| · | 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 EITHER FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT
TO EITHER FUND OR THOSE SECURITIES. |
| · | THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER IF THE VALUE OF THAT
UNDERLYING 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.
PS-6
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
Risks Relating to Conflicts of Interest
We and our affiliates play a variety of roles
in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially
adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in
connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer
to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.
Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes
| · | THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — |
The estimated value of the notes is only an
estimate determined by reference to several factors. The original issue price of the notes exceeds the estimated value of the notes because
costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include
the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our
obligations under the notes and the estimated cost of hedging our obligations under the notes. See “The Estimated Value of the Notes”
in this pricing supplement.
| · | THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —
|
See “The Estimated Value of the Notes”
in this pricing supplement.
| · | THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE — |
The internal funding rate used in the determination
of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar
maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’
view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes
in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based
on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement
funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the
terms of the notes and any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
| · | THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE
THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — |
We generally expect that some of the costs included
in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in
an amount that will decline to zero over an initial predetermined period. See “Secondary Market Prices of the Notes” in this
pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes during this
initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).
| · | SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — |
Any secondary market prices of the notes will
likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our
internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions,
projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result,
the price, if any, at which JPMS will be willing to buy the notes from you in secondary market transactions, if at all, is likely to be
lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
| · | SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — |
The secondary market price of the notes during
their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the
selling commissions, projected hedging profits, if any, estimated hedging costs and the values of the Underlyings. 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)
PS-7
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
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 Underlyings
| · | 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 Underlyings” 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.
| · | NON-U.S. SECURITIES RISK WITH RESPECT TO THE iSHARES® MSCI EMERGING MARKETS
ETF — |
The equity
securities held by the iShares® MSCI Emerging Markets ETF 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. 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 iSHARES® MSCI EMERGING MARKETS ETF
— |
The equity
securities held by the iShares® MSCI Emerging Markets 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 iSHARES®
MSCI EMERGING MARKETS ETF — |
Because
the prices of the equity securities held by the iShares® MSCI Emerging Markets ETF are converted into U.S. dollars for
purposes of calculating the net asset value of the iShares® MSCI Emerging Markets ETF, holders of the notes will be exposed
to currency exchange rate risk with respect to each of the currencies in which the equity securities held by the iShares®
MSCI Emerging Markets ETF 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 iShares® MSCI Emerging Markets ETF 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 iShares® MSCI Emerging Markets ETF will be adversely affected and any payment on the notes may be reduced.
| · | RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE iSHARES®
MSCI EMERGING MARKETS ETF — |
PS-8
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
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. The sponsor of the Underlying
Index for the iShares® MSCI Emerging Markets ETF has recently removed the equity securities of a small number of companies
from that Underlying Index in response to these executive orders and, as a result, these stocks have also been removed from the iShares®
MSCI Emerging Markets ETF. If the issuer of any of the equity securities held by the iShares® MSCI Emerging Markets
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 iShares® MSCI Emerging Markets ETF. In addition, under these
circumstances, each of the sponsor of the Underlying Index for the iShares® MSCI Emerging Markets ETF and the iShares®
MSCI Emerging Markets ETF is expected to remove the equity securities of that company from that Underlying Index and the iShares®
MSCI Emerging Markets ETF, respectively. Any changes to the composition of the iShares® MSCI Emerging Markets ETF
in response to these executive orders could adversely affect the performance of the iShares® MSCI Emerging Markets ETF.
| · | RISKS ASSOCIATED WITH THE REAL ESTATE SECTOR WITH RESPECT TO THE VANGUARD REAL ESTATE ETF
— |
All or
substantially all of the equity securities held by the Vanguard Real Estate ETF are issued by companies whose primary line of business
is directly associated with the real estate sector and include real estate investment trusts (“REITs”). 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
Vanguard Real Estate ETF may invest in companies that invest in real estate, which we refer to as real estate companies, such as real
estate investment trusts or real estate holding and operating companies, which expose investors
to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which real estate companies are
organized and operated. Real estate is highly sensitive to general and local economic conditions and developments, and characterized by
intense competition and periodic overbuilding. Many real estate companies, including REITs, utilize leverage (and some may be highly leveraged),
which increases investment risk and the risk normally associated with debt financing, and could potentially magnify the Vanguard Real
Estate ETF’s losses. Rising interest rates could result in higher costs of capital for real estate companies, which could negatively
affect a real estate company’s ability to meet its payment obligations or its financing activity and could decrease the market prices
for REITs and for properties held by such REITs. The residential and residential-related REIT sub-industry consists of REITs with
exposure to residential real estate and certain types of commercial real estate that complements residential real estate, including properties
operated by healthcare providers and self-storage companies. Investments in these REITs may be affected by the conditions of the rental
market, property and rental values and interest rates, among other things. Equity REITs that invest in commercial real estate may be adversely
affected by conditions in the real estate market, failure of tenants to renew leases and decline in rental values. These factors
could affect the real estate sector and could affect the value of the equity securities held by the Vanguard Real Estate ETF and the price
of the Vanguard Real Estate 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.
| · | AN INVESTMENT IN THE NOTES IS
SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT TO THE INDEX — |
Small capitalization companies may be less
able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies
are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock
price pressure under adverse market conditions.
PS-9
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
The Underlyings
The iShares® MSCI Emerging Markets ETF
is an exchange-traded fund of iShares®, Inc., a registered investment company, that seeks to track the investment results,
before fees and expenses, of an index composed of large- and mid-capitalization emerging market equities, which we refer to as the Underlying
Index with respect to the iShares® MSCI Emerging Markets ETF. The Underlying Index with respect to the iShares®
MSCI Emerging Markets ETF is currently the MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a free float-adjusted market
capitalization index that is designed to measure the equity market performance of global emerging markets. For additional information
about the iShares® MSCI Emerging Markets ETF, see “Fund Descriptions — The iShares® ETFs”
in the accompanying underlying supplement.
The Vanguard Real Estate ETF is an exchange-traded
fund of Vanguard Specialized Funds, a registered investment company, that seeks to provide a high level of income and moderate long-term
capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity real estate
investment trusts (“REITs”) and other real estate-related investments, which we refer to as the Underlying Index with respect
to the Vanguard Real Estate ETF. The Underlying Index with respect to the Vanguard Real Estate ETF is currently the MSCI US Investable
Market Real Estate 25/50 Index. The MSCI US Investable Market Real Estate 25/50 Index is designed to measure the performance of large-,
mid-size and small-capitalization companies in the U.S. equity market classified in the real estate sector of the Global Industry Classification
Standard (GICS®). It applies certain investment limits that are imposed on regulated investment companies under the current
U.S. Internal Revenue Code. For addition information about the Vanguard Real Estate ETF, see Annex A in this pricing supplement.
The Index consists of the middle 2,000 companies included
in the Russell 3000E™ Index and, as a result of the index calculation methodology, consists of the smallest 2,000 companies included
in the Russell 3000® Index. The Index is designed to track the performance of the small capitalization segment of
the U.S. equity market. For additional information about the Index, see “Equity Index Descriptions — The Russell Indices”
in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance
of each Underlying based on the weekly historical closing values from January 4, 2019 through July 12, 2024. The closing value of the
iShares® MSCI Emerging Markets ETF on July 17, 2024 was $43.57. The closing value of the Vanguard Real Estate ETF on July
17, 2024 was $89.74. The closing value of the Index on July 17, 2024 was 2,239.669. We obtained the closing values above and below from
the Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing values of
the Funds above and below may have been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing values of each Underlying
should not be taken as an indication of future performance, and no assurance can be given as to the closing value of any Underlying on
the Pricing Date or any Review Date. There can be no assurance that the performance of the Underlyings 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 iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
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 iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
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 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
PS-12
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
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 Underlyings”
in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the
estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the
projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes,
plus the estimated cost of hedging our obligations under the notes.
Validity
of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as
special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have been
issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying agent has made, in accordance with the instructions
from JPMorgan Financial, the appropriate entries or notations in its records relating to the master global note that represents such notes
(the “master note”), and such notes have been delivered against payment as contemplated herein, such notes will be valid and
binding obligations of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase &
Co., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts
of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of
fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision
of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law
by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee. This opinion is given as of the date
hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited
Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution
and delivery of the indenture and its authentication of the master note and the validity, binding nature and enforceability of the indenture
with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2023, which was filed as an exhibit to the
Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2023.
Additional
Terms Specific to the Notes
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which
these notes are a part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement
and the accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the
notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or
indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other
educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors”
sections of the accompanying
PS-13
| Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
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 iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® Index |
|
Annex A
The Vanguard Real Estate ETF
All information contained in this pricing supplement
regarding the Vanguard Real Estate ETF (the “VNQ Fund”) has been derived from publicly available information, without independent
verification. This information reflects the policies of, and is subject to change by, Vanguard Specialized Funds and The Vanguard Group,
Inc. (“Vanguard”). The VNQ Fund is an investment portfolio of Vanguard Specialized Funds. Vanguard is currently the investment
adviser to the VNQ Fund. The VNQ Fund is an exchange-traded fund that trades on the NYSE Arca, Inc. under the ticker symbol “VNQ.”
The VNQ Fund seeks to provide a high level of income
and moderate long-term capital appreciation by tracking, before fees and expenses, the performance of a benchmark index that measures
the performance of publicly traded equity real estate investment trusts (“REITs”) and other real estate-related investments,
which is currently the MSCI US Investable Market Real Estate 25/50 Index (the “Real Estate Index”). The Real Estate Index
is designed to measure the performance of large-, mid-size and small-capitalization companies in the U.S. equity market classified in
the real estate sector of the Global Industry Classification Standard (GICS®). The GICS® real estate sector
is composed of equity REITs, which include diversified REITs, industrial REITs, hotel & resort REITs, office REITs, healthcare REITs,
residential REITs, retail REITs and specialized REITs, and real estate management and development companies. The Real Estate Index applies
certain investment limits that are imposed on regulated investment companies under the current U.S. Internal Revenue Code.
The VNQ Fund employs an indexing investment approach
designed to track the performance of the Real Estate Index. The VNQ Fund attempts to track the Real Estate Index by investing all, or
substantially all, of its assets in the stocks that make up the Real Estate Index, holding each stock in approximately the same proportion
as its weighting in the Real Estate Index.
However, an index fund, like the VNQ Fund, generally
does not perform exactly like its target index. For example, index funds have operating expenses and transaction costs. Market indices
do not, and therefore they will usually have a slight performance advantage over funds that track them. The ability of an index fund to
match its performance to that of its target index can also be impacted by, among other things, the timing and size of cash flows, asset
valuation differences and the size of that index fund. Market disruptions could also have an adverse effect on an index fund’s ability
to adjust its exposure to the required levels in order to track its target index. The risk that an index fund may not track the performance
of its target index may be heightened during times of increased market volatility or other unusual market conditions.
Vanguard Specialized Funds is a registered
investment company that consists of numerous separate investment portfolios, including the VNQ Fund. Information provided to or filed
with the SEC by Vanguard Specialized Funds pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940,
as amended, can be located by reference to SEC file numbers 002-88116 and 811-03916, 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 iShares® MSCI Emerging Markets ETF, the Vanguard Real Estate ETF and the Russell 2000® 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 $710,000.
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