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, 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 

$2,389,000 

Yield Notes Linked to the Least Performing of the Common 

Stock of Amazon.com, Inc., the Common Stock of NVIDIA 

Corporation and the Common Stock of Upstart Holdings, Inc. 

due November 5, 2026 

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. 

●  The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security with 

the same maturity issued by us.  The notes will pay 18.60% per annum interest over the term of the notes, payable at a 

rate of 1.55% per month.   

●  Investors should be willing to accept the risk of losing up to 80.00% of their principal and be willing to forgo dividend 

payments, in exchange for 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 Reference Stocks.  Payments on the notes are linked 

to the performance of each of the Reference Stocks 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 Reference Stock has been determined by reference to the closing price of one share of 

that Reference Stock on October 31, 2024 and not by reference to the closing price of one share of that 

Reference Stock on the Pricing Date. 

●  CUSIP: 48135VHB7 

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, 

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 

$4

$996 

Total 

$2,389,000 

$9,556 

$2,379,444 

(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 $4.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers.  See “Plan of 

Distribution (Conflicts of Interest)” in the accompanying product supplement. 

The estimated value of the notes, when the terms of the notes were set, was $981.90 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 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

Key Terms 

Issuer: JPMorgan Chase Financial Company LLC, a direct, 

wholly owned finance subsidiary of JPMorgan Chase & Co. 

Guarantor: JPMorgan Chase & Co. 

Reference Stocks: As specified under “Key Terms Relating to 

the Reference Stocks” in this pricing supplement 

Interest Payments: You will receive on each Interest Payment 

Date for each $1,000 principal amount note an Interest 

Payment equal to $15.50 (equivalent to an Interest Rate of 

18.60% per annum, payable at a rate of 1.55% per month). 

Interest Rate: 18.60% per annum, payable at a rate of 1.55% 

per month 

Buffer Amount: 20.00% 

Strike Date: October 31, 2024 

Pricing Date: November 1, 2024 

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

6, 2024 

Interest Payment Dates*: December 5, 2024, January 6, 2025, 

February 5, 2025, March 5, 2025, April 3, 2025, May 5, 2025, 

June 5, 2025, July 3, 2025, August 5, 2025, September 5, 2025, 

October 3, 2025, November 5, 2025, December 4, 2025, 

January 6, 2026, February 5, 2026, March 5, 2026, April 6, 

2026, May 5, 2026, June 4, 2026, July 6, 2026, August 5, 2026, 

September 3, 2026, October 5, 2026 and the Maturity Date 

Observation Date*: November 2, 2026 

Maturity Date*: November 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   

Payment at Maturity: 

If the Final Value of each Reference Stock is greater than or 

equal to its Strike Value or less than its Strike Value by up to 

the Buffer Amount, you will receive a cash payment at maturity, 

for each $1,000 principal amount note, equal to (a) $1,000 plus 

(b) the Interest Payment applicable to the Maturity Date. 

If the Final Value of any Reference Stock is less than its Strike 

Value by more than the Buffer Amount, your payment at 

maturity per $1,000 principal amount note, in addition to the 

Interest Payment applicable to the Maturity Date, will be 

calculated as follows: 

$1,000 + [$1,000 × (Least Performing Stock Return + Buffer 

Amount)] 

If the Final Value of any Reference Stock is less than its Strike 

Value by more than the Buffer Amount, you will lose some or 

most of your principal amount at maturity. 

Least Performing Reference Stock: The Reference Stock 

with the Least Performing Stock Return 

Least Performing Stock Return: The lowest of the Stock 

Returns of the Reference Stocks 

Stock Return: 

With respect to each Reference Stock,  

(Final Value – Strike Value) 

Strike Value 

Strike Value: With respect to each Reference Stock, the 

closing price of one share of that Reference Stock on the 

Pricing Date, as specified under “Key Terms Relating to the 

Reference Stocks” in this pricing supplement.  The Strike 

Value of each Reference Stock is not the closing price of 

one share of that Reference Stock on the Pricing Date.  

Final Value: With respect to each Reference Stock, the closing 

price of one share of that Reference Stock on the Observation 

Date 

Stock Adjustment Factor: With respect to each Reference 

Stock, the Stock Adjustment Factor is referenced in determining 

the closing price of one share of that Reference Stock and is set 

equal to 1.0 on the Strike Date.  The Stock Adjustment Factor of 

each Reference Stock is subject to adjustment upon the 

occurrence of certain corporate events affecting that Reference 

Stock.  See “The Underlyings — Reference Stocks — Anti-

Dilution Adjustments” and “The Underlyings — Reference 

Stocks — Reorganization Events” in the accompanying product 

supplement for further information. 

PS-2 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

Key Terms Relating to the Reference Stocks 

Reference Stock 

Bloomberg Ticker 

Symbol 

Strike Value 

Common stock of Amazon.com, Inc., par value $0.01 per share 

AMZN 

$186.40 

Common stock of NVIDIA Corporation, par value $0.001 per share 

NVDA 

$132.76 

Common stock of Upstart Holdings, Inc., par value $0.0001 per share 

UPST 

$48.68 

How the Notes Work 

Payment at Maturity  

Total Interest Payments 

The total Interest Payments per $1,000 principal amount note over the term of the notes based on the Interest Rate of 18.60% per 

annum is $372.00. 

Observation Date Payment at Maturity

The Final Value of each Reference Stock is greater than or equal to its Strike Value or less 

than its Strike Value by up to the Buffer Amount.

You will receive, in addition to the 

Interest Payment applicable to the 

Maturity Date:

$1,000 + [$1,000 ×(Least Performing 

Stock Return + Buffer Amount)]

Under these circumstances, you will 

lose some or most of your principal 

amount at maturity.

The Final Value of any Reference Stock is less than its Strike Value by more than the Buffer 

Amount.

You will receive (a) $1,000 plus (b) 

the Interest Payment applicable to the 

Maturity Date.

PS-3 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

Hypothetical Payout Examples  

The following examples illustrate payments on the notes linked to three hypothetical Reference Stocks, assuming a range of 

performances for the hypothetical Least Performing Reference Stock on the Observation Date.   

The hypothetical payments set forth below assume the following:   

● a Strike Value for the Least Performing Reference Stock of $100.00;  

● a Buffer Amount of 20.00%; and 

●  an Interest Rate of 18.60% per annum. 

The hypothetical Strike Value of the Least Performing Reference Stock of $100.00 has been chosen for illustrative purposes only and 

does not represent the actual Strike Value of any Reference Stock.  The actual Strike Value of each Reference Stock is the closing 

price of one share of that Reference Stock on the Strike Date and is specified under “Key Terms Relating to the Reference Stocks” in 

this pricing supplement.  For historical data regarding the actual closing prices of one share of each Reference Stock, please see the 

historical information set forth under “The Reference Stocks” 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 — The Final Value of the Least Performing Reference Stock is less than its Strike Value by up to the Buffer 

Amount. 

Date 

Closing Price of One Share of 

Least Performing Reference 

Stock 

Observation Date 

$90.00 

Final Value of the Least Performing Reference Stock is less 

than its Strike Value by up to the Buffer Amount 

Total Payment 

$1,372.00 (37.20% return) 

Because the Final Value of the Least Performing Reference Stock 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 $1,015.50 (or $1,000 plus the Interest Payment applicable to the Maturity 

Date).  When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each 

$1,000 principal amount note, is $1,372.00. 

Example 2 — The Final Value of the Least Performing Reference Stock is less than its Strike Value by more than the Buffer 

Amount. 

Date 

Closing Price of One Share of 

Least Performing Reference 

Stock 

Observation Date 

$20.00 

Final Value of the Least Performing Reference Stock is less 

than its Strike Value by more than the Buffer Amount 

Total Payment 

$772.00 (-22.80% return) 

Because the Final Value of the Least Performing Reference Stock is less than its Strike Value by more than the Buffer Amount and the 

Least Performing Stock Return is -80.00%, the payment at maturity will be $415.50 per $1,000 principal amount note, calculated as 

follows: 

$1,000 + [$1,000 × (-80.00% + 20.00%)] + $15.50 = $415.50 

When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000 

principal amount note, is $772.00. 

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. 

PS-4 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

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 Final Value of any Reference Stock is less than its Strike Value by more 

than 20.00%, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least Performing 

Reference Stock is less than its Strike Value by more than 20.00%.  Accordingly, under these circumstances, you will lose up to 

80.00% 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 & 

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 THE INTEREST PAYMENTS PAID OVER 

THE TERM OF THE NOTES,  

regardless of any appreciation of any Reference Stock, which may be significant.  You will not participate in any appreciation of any 

Reference Stock. 

● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —  

Payments on the notes are not linked to a basket composed of the Reference Stocks and are contingent upon the performance of 

each individual Reference Stock.  Poor performance by any of the Reference Stocks over the term of the notes may negatively 

affect your payment at maturity and will not be offset or mitigated by positive performance by any other Reference Stock. 

● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK. 

● YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY 

REFERENCE STOCK. 

● 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.   

PS-5 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

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 prices of one share of the Reference Stocks.  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. 

PS-6 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

Risks Relating to the Reference Stocks  

● NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER — 

We have not independently verified any of the information about any Reference Stock issuer contained in this pricing supplement.  

You should undertake your own investigation into each Reference Stock and its issuer.  We are not responsible for any Reference 

Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise. 

● LIMITED TRADING HISTORY WITH RESPECT TO THE COMMON STOCK OF UPSTART HOLDINGS, INC. — 

The common stock of Upstart Holdings, Inc. commenced trading on The Nasdaq Stock Market on December 16, 2020 and 

therefore has limited historical performance.  Accordingly, historical information for this Reference Stock is available only since that 

date.  Past performance should not be considered indicative of future performance. 

● THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY — 

The calculation agent will not make an adjustment in response to all events that could affect a Reference Stock.  The calculation 

agent may make adjustments in response to events that are not described in the accompanying product supplement to account for 

any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a 

holder of the notes in making these determinations. 

PS-7 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

The Reference Stocks 

All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available 

sources, without independent verification.  Each Reference Stock is registered under the Securities Exchange Act of 1934, as 

amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the 

relevant exchange for purposes of that Reference Stock in the accompanying product supplement.  Information provided to or filed with 

the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the 

table below, and can be accessed through www.sec.gov.  We do not make any representation that these publicly available documents 

are accurate or complete.  We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”) without 

independent verification. 

Reference Stock 

Bloomberg Ticker 

Symbol 

Relevant 

Exchange 

SEC File 

Number 

Closing Price on 

October 31, 2024 

Common stock of Amazon.com, Inc., par 

value $0.01 per share 

AMZN 

The Nasdaq Stock 

Market 

000-22513 

$186.40 

Common stock of NVIDIA Corporation, par 

value $0.001 per share 

NVDA 

The Nasdaq Stock 

Market 

000-23985 

$132.76 

Common stock of Upstart Holdings, Inc., par 

value $0.0001 per share 

UPST 

The Nasdaq Stock 

Market 

001-39797 

$48.68 

According to publicly available filings of the relevant Reference Stock issuer with the SEC: 

● Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices; 

develops and produces media content; offers subscription services, such as Amazon Prime; offers programs that enable 

sellers to sell their products in its stores and to fulfill orders using Amazon.com, Inc.’s services; offers developers and 

enterprises a set of on-demand technology services, including compute, storage, database, analytics and machine learning 

and other service offerings; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch 

streamers, skill and app developers and others to publish and sell content; and provides advertising services to sellers, 

vendors, publishers, authors and others, through programs such as sponsored ads, display and video advertising. 

●  NVIDIA Corporation is a full-stack computing infrastructure company with data-center-scale offerings whose full-stack includes 

the CUDA programming model that runs on all of its graphics processing units (GPUs), as well as domain-specific software 

libraries, software development kits and Application Programming Interfaces and whose data-center-scale offerings include 

compute and networking solutions that can scale to tens of thousands of GPU-accelerated servers interconnected to function 

as a single giant computer. 

●  Upstart Holdings, Inc. helps originate credit, including personal and auto loans, by providing lending partners with access to a 

cloud-based, artificial intelligence lending marketplace. 

Historical Information 

The following graphs set forth the historical performance of each Reference Stock (other than the common stock of Upstart Holdings, 

Inc.) based on the weekly historical closing prices of one share of that Reference Stock from January 4, 2019 through October 25, 2024 

and the historical performance of the common stock of Upstart Holdings, Inc. based on the weekly historical closing prices of one share 

of that Reference Stock from December 18, 2020 through October 25, 2024.  The common stock of Upstart Holdings, Inc. commenced 

trading on The Nasdaq Stock Market on December 16, 2020 and therefore has limited historical performance.  The closing prices 

above and below may have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and 

acquisitions, spin-offs, delistings and bankruptcy.  

The historical closing prices of one share of each Reference Stock should not be taken as an indication of future performance, and no 

assurance can be given as to the closing price of one share of any Reference Stock on the Observation Date.  There can be no 

assurance that the performance of the Reference Stocks will result in the return of any of your principal amount in excess of $200.00 

per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.  

PS-8 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

PS-9 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

Tax Treatment 

You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product 

supplement no. 4-I.  Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in 

determining our reporting responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each consisting of: 

(x) a cash-settled Put Option written by you that, in circumstances where the payment due at maturity is less than $1,000 (excluding 

accrued but unpaid interest), requires you to pay us an amount equal to that difference and (y) a Deposit of $1,000 per $1,000 principal 

amount note to secure your potential obligation under the Put Option, as more fully described in “Material U.S. Federal Income Tax 

Consequences — Tax Consequences to U.S. Holders — Notes Treated as Units Each Comprising a Put Option and a Deposit” in the 

accompanying product supplement, and in particular in the subsection thereof entitled “— Notes with a Term of More than One Year.”  

By purchasing the notes, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to follow this 

treatment and the allocation described in the following paragraph.  However, there are other reasonable treatments that the IRS or a 

court may adopt, in which case the timing and character of any income or loss on the notes could be materially and adversely affected.  

In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid 

forward contracts” and similar instruments.  The notice focuses on a number of issues, the most relevant of which for investors in the 

notes are the character of income or loss (including whether the Put Premium might be currently included as ordinary income) and the 

degree, if any, to which income realized by non-U.S. investors should be subject to withholding tax.  While it is not clear whether the 

notes would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that 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. 

In determining our reporting responsibilities, we intend to treat a portion of each Interest Payment equal to approximately 4.88% per 

annum times the amount of the Deposit times the number of days in the applicable period divided by 365 as interest on the Deposit (so 

that the amount allocated as interest on the Deposit will vary from Interest Payment to Interest Payment depending on the number of 

days in the applicable period) and the remainder of each Interest Payment as Put Premium.  Assuming that the treatment of the notes 

as units each comprising a Put Option and a Deposit is respected, amounts treated as interest on the Deposit will be taxed as ordinary 

income, while the Put Premium will not be taken into account prior to sale or settlement. 

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

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

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

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

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

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

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

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

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

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

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

The 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 all aspects of the U.S. federal 

income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by the 2007 

notice.  Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the 

tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the purchase 

price of the notes between the Deposit and the Put Option. 

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 

PS-10 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

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 

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 Reference Stocks” 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. 

PS-11 | Structured Investments 

Yield Notes Linked to the Least Performing of the Common Stock of 

Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the 

Common Stock of Upstart Holdings, Inc. 

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.  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  

●  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 $2,389,000. 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