Form 424B2 - Prospectus [Rule 424(b)(2)]

November 1, 2024  Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) 

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 

JPMorgan Chase Financial Company LLC 

Structured Investments 

$6,335,000 

Review Notes Linked to the Lesser Performing of the 

iShares® MSCI EAFE ETF and the Russell 2000® Index due 

May 5, 2026 

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. 

●  The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the 

closing value of each of the iShares® MSCI EAFE ETF and the Russell 2000® Index, which we refer to as the 

Underlyings, is at or above its Call Value.   

●  The earliest date on which an automatic call may be initiated is April 30, 2025. 

●  Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing some or all 

of their principal amount at maturity. 

●  The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to 

as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.  Any 

payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit 

risk of JPMorgan Chase & Co., as guarantor of the notes. 

●  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 November 1, 2024 (the “Pricing Date”) and are expected to settle on or about November 6, 2024.  

The Strike Value of each Underlying has been determined by reference to the closing value of that Underlying on 

October 30, 2024 and not by reference to the closing value of that Underlying on the Pricing Date. 

●  CUSIP: 48135VEG9 

Investing in the notes involves a number of risks.  See “Risk Factors” beginning on page S-2 of the accompanying 

prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11 

of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing 

supplement. 

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved 

of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, 

underlying supplement, prospectus supplement, prospectus and prospectus addendum.  Any representation to the contrary is a 

criminal offense. 

Price to Public (1) 

Fees and Commissions (2) 

Proceeds to Issuer 

Per note 

$1,000 

$1.50 

$998.50 

Total 

$6,335,000 

$9,502.50 

$6,325,497.50 

(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 $1.50 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 $990.40 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.

PS-1 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

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 EAFE ETF (Bloomberg 

ticker: EFA) (the “Fund”) and the Russell 2000® Index 

(Bloomberg ticker: RTY) (the “Index”) (each of the Fund and the 

Index, an “Underlying” and collectively, the “Underlyings”) 

Call Premium Amount: The Call Premium Amount with 

respect to each Review Date is set forth below: 

● first Review Date:     7.50% × $1,000 

● second Review Date:     15.00% × $1,000 

● final Review Date:     22.50% × $1,000 

Call Value: With respect to each Underlying, 100.00% of its 

Strike Value 

Buffer Amount: 20.00%  

Downside Leverage Factor: An amount equal to 1 / (1 – Buffer 

Amount), which is 1.25 

Strike Date: October 30, 2024 

Pricing Date: November 1, 2024 

Original Issue Date (Settlement Date): On or about November 

6, 2024 

Review Dates*: April 30, 2025, October 30, 2025 and April 30, 

2026 (final Review Date) 

Call Settlement Dates*: May 5, 2025, November 4, 2025 and 

the Maturity Date 

Maturity Date*: May 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   

Automatic Call: 

If the closing value of each Underlying on any Review Date is 

greater than or equal to its Call Value, the notes will be 

automatically called for a cash payment, for each $1,000 

principal amount note, equal to (a) $1,000 plus (b) the Call 

Premium Amount applicable to that Review Date, payable on 

the applicable Call Settlement Date.  No further payments will 

be made on the notes. 

Payment at Maturity: 

If the notes have not been automatically called and (i) the Final 

Value of one Underlying is greater than its Strike Value and the 

Final Value of the other Underlying is equal to its Strike Value or 

is less than its Strike Value by up to the Buffer Amount or (ii) the 

Final Value of each Underlying is equal to its Strike Value or is 

less than its Strike Value by up to the Buffer Amount, you will 

receive the principal amount of your notes at maturity. 

If the notes have not been automatically called and the Final 

Value of either Underlying is less than its Strike Value by more 

than the Buffer Amount, your payment at maturity per $1,000 

principal amount note will be calculated as follows: 

$1,000 + [$1,000 × (Lesser Performing Underlying Return + 

Buffer Amount) × Downside Leverage Factor] 

If the notes have not been automatically called and the Final 

Value of either Underlying is less than its Strike Value by more 

than the Buffer Amount, you will lose some or all of your 

principal amount at maturity. 

Lesser Performing Underlying: The Underlying with the 

Lesser Performing Underlying Return 

Lesser Performing Underlying Return: The lower of the 

Underlying Returns of the Underlyings 

Underlying Return: 

With respect to each Underlying,  

(Final Value – Strike Value) 

Strike Value 

Strike Value: With respect to each Index, the closing value of 

that Index on the Strike Date, which was $79.71 for the Fund 

and 2,233.036 for the Index.  The Strike Value of each 

Underlying is not the closing value of that Underlying on 

the Pricing Date. 

Final Value: With respect to each Underlying, the closing value 

of that Underlying on the final Review Date 

Share Adjustment Factor: The Share Adjustment Factor is 

referenced in determining the closing value of the Fund and is 

set equal to 1.0 on the Strike Date.  The Share Adjustment 

Factor is subject to adjustment upon the occurrence of certain 

events affecting the Fund.  See “The Underlyings — Funds — 

Anti-Dilution Adjustments” in the accompanying product 

supplement for further information. 

PS-2 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

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 

Payment upon an Automatic Call 

Payment at Maturity If the Notes Have Not Been Automatically Called

The notes will be automatically called on the applicable Call Settlement Date and you will 

receive (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date.

No further payments will be made on the notes.

Compare the closing value of each Underlying to its Call Value on each Review Date until any earlier automatic call.

Review Dates

Automatic Call

The closing value of each 

Underlying is greater 

than or equal to its Call 

Value.

The closing value of 

either Underlying is less 

than its Call Value.

Call 

Value

The notes will not be automatically called. Proceed to the next Review Date, if any. 

No Automatic Call

Review Dates

You will receive the principal amount 

of your notes.

The notes have not 

been automatically 

called.  Proceed to the 

payment at maturity

Final Review Date Payment at Maturity

You will receive:

$1,000 + [$1,000 ×(Lesser Performing 

Underlying Return + Buffer Amount) ×

Downside Leverage Factor]

Under these circumstances, you will 

lose some or all of your principal 

amount at maturity.

(i) The Final Value of one Underlying is greater 

than its Strike Value and the Final Value of the 

other Underlying is equal to its Strike Value or is 

less than its Strike Value by up to the Buffer 

Amount or (ii) the Final Value of each Underlying 

is equal to its Strike Value or is less than its 

Strike Value by up to the Buffer Amount.

The Final Value of either Underlying is less than 

its Strike Value by more than the Buffer Amount.

PS-3 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

Call Premium Amount 

The table below illustrates the Call Premium Amount per $1,000 principal amount note for each Review Date based on the Call 

Premium Amounts set forth under “Key Terms — Call Premium Amount” above.   

Review Date 

Call Premium Amount 

First 

$75.00 

Second 

$150.00 

Final 

$225.00 

Hypothetical Payout Examples  

The following examples illustrate payments on the notes linked to two hypothetical Underlyings, assuming a range of performances for 

the hypothetical Lesser Performing Underlying on the Review Dates.  Each hypothetical payment set forth below assumes that the 

closing value of the Underlying that is not the Lesser Performing Underlying on each Review Date is greater than or equal to 

its Call Value. 

In addition, the hypothetical payments set forth below assume the following:   

● a Strike Value for the Lesser Performing Underlying of 100.00;  

●  a Call Value for the Lesser Performing Underlying of 100.00 (equal to 100.00% of its hypothetical Strike Value); 

●  a Buffer Amount of 20.00%;  

●  a Downside Leverage Factor of 1.25; and 

●  the Call Premium Amounts set forth under “Key Terms — Call Premium Amount” above. 

The hypothetical Strike Value of the Lesser Performing Underlying of 100.00 has been chosen for illustrative purposes only and does 

not represent the actual Strike Value of either Underlying.  The actual Strike Value of each Underlying is the closing value of that 

Underlying on the Strike Date and is specified under “Key Terms — Strike 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 are automatically called on the first Review Date.  

Date 

Closing Value of Lesser 

Performing Underlying 

First Review Date 

110.00 

Notes are automatically called 

Total Payment 

$1,075.00 (7.50% return) 

Because the closing value of each Underlying on the first Review Date is greater than or equal to its Call Value, the notes will be 

automatically called for a cash payment, for each $1,000 principal amount note, of $1,075.00 (or $1,000 plus the Call Premium Amount 

applicable to the first Review Date), payable on the applicable Call Settlement Date.  No further payments will be made on the notes. 

Example 2 — Notes are automatically called on the final Review Date. 

Date 

Closing Value of Lesser 

Performing Underlying 

First Review Date 

80.00 

Notes NOT automatically called 

Second Review Date 

75.00 

Notes NOT automatically called 

Final Review Date 

160.00 

Notes are automatically called 

Total Payment 

$1,225.00 (22.50% return) 

Because the closing value of each Underlying on the final Review Date is greater than or equal to its Call Value, the notes will be 

automatically called for a cash payment, for each $1,000 principal amount note, of $1,225.00 (or $1,000 plus the Call Premium Amount 

applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date. 

PS-4 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

Example 3 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Index is less than its 

Strike Value by up to the Buffer Amount. 

Date 

Closing Value of Lesser 

Performing Underlying 

First Review Date 

80.00 

Notes NOT automatically called 

Second Review Date 

70.00 

Notes NOT automatically called 

Final Review Date 

85.00 

Notes NOT automatically called; Final Value of Lesser 

Performing Index is less than its Strike Value by up to the Buffer 

Amount 

Total Payment 

$1,000.00 (0.00% return) 

Because the notes have not been automatically called and the Final Value of the Lesser Performing Underlying is less than its Strike 

Value by up to the Buffer Amount, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. 

Example 4 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Index is less than its 

Strike Value by more than the Buffer Amount. 

Date 

Closing Value of Lesser 

Performing Underlying 

First Review Date 

80.00 

Notes NOT automatically called 

Second Review Date 

70.00 

Notes NOT automatically called 

Final Review Date 

40.00 

Notes NOT automatically called; Final Value of Lesser 

Performing Index is less than its Strike Value by more than 

Buffer Amount 

Total Payment 

$500.00 (-50.00% return) 

Because the notes have not been automatically called, the Final Value of the Lesser Performing Underlying is less than its Strike Value 

by more than the Buffer Amount and the Lesser Performing Underlying Return is -60.00%, the payment at maturity will be $500.00 per 

$1,000 principal amount note, calculated as follows: 

$1,000 + [$1,000 × (-60.00% + 20.00%) × 1.25] = $500.00 

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term 

or until automatically called.  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 automatically called and the Final Value of either 

Underlying is less than its Strike Value by more than 20.00%, you will lose 1.25% of the principal amount of your notes for every 

1% that the Final Value of the Lesser Performing Underlying is less than its Strike Value by more than 20.00%.  Accordingly, under 

these circumstances, you will lose some or all of your principal amount at maturity. 

● 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 & 

PS-5 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

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 ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,  

regardless of any appreciation of either Underlying, which may be significant.  You will not participate in any appreciation of either 

Index. 

● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX —  

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 either of the Underlyings over the term of the notes may result in the notes not being 

automatically called on a Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by 

positive performance by the other Underlying. 

● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING. 

● THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT — 

If your notes are automatically called, the term of the notes may be reduced to as short as approximately six months.  There is no 

guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar 

level of risk.  Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described 

on the front cover of this pricing supplement. 

● THE NOTES DO NOT PAY INTEREST. 

● YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY EITHER 

UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES. 

● LACK OF LIQUIDITY —  

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 

● POTENTIAL CONFLICTS —  

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. 

PS-6 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

● 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) 

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 FUND —  

The Fund is subject to management risk, which is the risk that the investment strategies of the 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 price of the shares of the Fund and, consequently, the value of the notes. 

● THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY, 

MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET 

VALUE PER SHARE — 

The 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 the 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 the Fund and its Underlying Index.  In addition, corporate actions with respect to the equity securities 

underlying the Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its 

Underlying Index.  Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply 

and investor demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund. 

During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants 

may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely 

affected.  This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.  

PS-7 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and 

sell shares of the Fund.  As a result, under these circumstances, the market value of shares of the Fund may vary substantially 

from the net asset value per share of the Fund.  For all of the foregoing reasons, the performance of the Fund may not correlate 

with the performance of its Underlying Index as well as the net asset value per share of the 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 FUND — 

The equity securities held by the Fund 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 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.      

● THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUND —  

Because the prices of the non-U.S. equity securities held by the Fund are converted into U.S. dollars for purposes of calculating 

the net asset value of the 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 the 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 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 Fund will be adversely affected and any payment on the notes may be reduced. 

● THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —  

The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.  

However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund.  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-8 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

The Underlyings 

The Fund is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the investment results, 

before fees and expenses, of an index composed of large- and mid-capitalization developed market equities, excluding the United 

States and Canada, which we refer to as the Underlying Index with respect to the Fund.  The Underlying Index with respect to the Fund 

is currently the MSCI EAFE® Index.  The MSCI EAFE® Index is a free float-adjusted market capitalization index intended to measure 

the equity market performance of certain developed markets, excluding the United States and Canada.  For additional information 

about the Fund, see “Fund Descriptions — The iShares® ETFs” in the accompanying underlying 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 Index based on the weekly historical closing values from January 4, 

2019 through October 25, 2024.  The closing value of the Fund on October 30, 2024 was $79.71.  The closing value of the Index on 

October 30, 2024 was 2,233.036.  We obtained the closing values above and below from the Bloomberg Professional® service 

(“Bloomberg”), without independent verification.  The closing values of the Fund above and below may have been adjusted by 

Bloomberg for actions taken by the Fund, 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 either Index on 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. 

PS-9 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

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.  The following discussion, when read in combination with that section, constitutes the full opinion of our special tax 

counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.  

Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions” 

that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax 

Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the 

accompanying product supplement.  Assuming this treatment is respected, subject to the possible application of the “constructive 

ownership” rules, the gain or loss on your notes should be treated as short-term capital gain or loss unless you hold your notes for more 

than a year, in which case the gain or loss should be long-term capital gain or loss, whether or not you are an initial purchaser of notes 

at the issue price.  The notes could be treated as “constructive ownership transactions” within the meaning of Section 1260 of the Code, 

in which case any gain recognized in respect of the notes that would otherwise be long-term capital gain and that was in excess of the 

“net underlying long-term capital gain” (as defined in Section 1260) would be treated as ordinary income, and a notional interest charge 

would apply as if that income had accrued for tax purposes at a constant yield over your holding period for the notes.  In addition, long-

term capital gain that you would otherwise recognize in respect of your notes up to the amount of the “net underlying long-term capital 

gain” could, if you are an individual or other non-corporate investor, be subject to tax at the higher rates applicable to “collectibles” 

instead of the general rates that apply to long-term capital gain.  Our special tax counsel has not expressed an opinion with respect to 

whether the constructive ownership rules apply to the notes.  Accordingly, U.S. Holders should consult their tax advisers regarding the 

potential application of the constructive ownership rules. 

The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income 

or loss on your notes could be materially and adversely affected.  In addition, in 2007 Treasury and the IRS released a notice 

requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments.  The notice 

focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment.  It also 

asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the 

relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which 

income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these 

instruments are or should be subject to the constructive ownership regime described above.  While the notice requests comments on 

appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these 

issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You 

should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the 

potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice. 

Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding 

tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain 

financial instruments linked to U.S. equities or indices that include U.S. equities.  Section 871(m) provides certain exceptions to this 

withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable 

PS-10 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

Treasury regulations.  Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January 

1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal 

income tax purposes (each an “Underlying Security”).  Based on certain determinations made by us, our special tax counsel is of the 

opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders.  Our determination is not binding on the 

IRS, and the IRS may disagree with this determination.  Section 871(m) is complex and its application may depend on your particular 

circumstances, including whether you enter into other transactions with respect to an Underlying Security.  You should consult your tax 

adviser regarding the potential application of Section 871(m) to the notes. 

The Estimated Value of the Notes 

The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following 

hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding 

rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes.  The estimated value of the 

notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at 

any time.  The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied 

funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates.  Any difference 

may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, 

operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income 

instruments of JPMorgan Chase & Co.  This internal funding rate is based on certain market inputs and assumptions, which may prove 

to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.  The use of an internal 

funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market 

prices of the notes.  For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and 

Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this 

pricing supplement. 

The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our 

affiliates.  These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on 

various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other 

factors, as well as assumptions about future market events and/or environments.  Accordingly, the estimated value of the notes is 

determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that 

time. 

The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates.  Different pricing 

models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes.  In 

addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.  On 

future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or 

JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at 

which JPMS would be willing to buy notes from you in secondary market transactions. 

The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring 

and hedging the notes are included in the original issue price of the notes.  These costs include the selling commissions paid to JPMS 

and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in 

hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes.  Because hedging our 

obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or 

less than expected, or it may result in a loss.  A portion of the profits, if any, realized in hedging our obligations under the notes may be 

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 

PS-11 | Structured Investments 

Review Notes Linked to the Lesser Performing of the iShares® MSCI EAFE 

ETF and the Russell 2000® Index 

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 

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): 

● Product supplement no. 4-I dated April 13, 2023: 

http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf  

●  Underlying supplement no. 1-I dated April 13, 2023: 

http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf 

●  Prospectus supplement and prospectus, each dated April 13, 2023:  

http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf 

●  Prospectus addendum dated June 3, 2024:  

http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm  

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. 

Calculation of Filing Fee Tables
S-3
JPMORGAN CHASE & CO

Narrative Disclosure

The maximum aggregate offering price of the securities to which the prospectus relates is $6,335,000. The prospectus is a final prospectus for the related offering.

Submission	Nov. 05, 2024
Submission [Line Items]
Central Index Key	0000019617
Registrant Name	JPMORGAN CHASE & CO
Registration File Number	333-270004
Form Type	S-3
Submission Type	424B2
Fee Exhibit Type	EX-FILING FEES